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Exhibit 3.35.2
ARTICLES OF MERGER
OF DOMESTIC CORPORATIONS
INTO
PATRIOT MINING COMPANY, INC.
Pursuant to the provisions of Section 36, Article 1, Chapter 31 of the
Code of West Virginia, 1931, as amended, the undersigned domestic corporations
adopt the following Articles of Merger for the purpose of merging them into one
of such corporations:
FIRST: The following Plan of Merger was approved by the Board of Directors
and by the Sole Shareholder of each of the undersigned corporations in the
manner prescribed by Sections 31-1-34, 31-1-117 and 31-1-73 of the West Virginia
Corporation Act:
PLAN OF MERGER
OF
AJAX MINING COMPANY, INC.
(a West Virginia Corporation)
INTO
PATRIOT MINING COMPANY, INC.
(a West Virginia Corporation)
ARTICLE FIRST: As of the Effective Date (as defined in Article Third
hereof) and upon the terms set forth in Article Second hereof, Ajax Mining
Company, Inc., a West Virginia corporation ("Ajax"), shall be merged with and
into Patriot Mining Company, Inc., a West Virginia corporation ("Patriot").
Patriot shall be the surviving corporation in such merger (the "Surviving
Corporation").
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ARTICLE SECOND: The terms and conditions of the merger are as follows:
A. Share Cancellation. Each share of common stock of Ajax outstanding
immediately prior to the Effective Date shall forthwith automatically be
cancelled on the Effective Date and no additional shares of the common stock of
Patriot shall be issued as a result of the merger.
B. Articles of Incorporation and By-Laws; Name. The Articles of
Incorporation and By-Laws of Patriot shall continue as the Articles of
Incorporation and By-Laws of the Surviving Corporation. The name of the
Surviving Corporation shall be Patriot Mining Company, Inc.
C. Directors and Officers. The directors and officers of Patriot shall
continue in office as directors and officers of the Surviving Corporation in
accordance with the By-Laws of Patriot until such time as their successors have
been elected and qualified.
D. Assets and Liabilities. Upon the Effective Date all the property, real
and personal, rights, privileges, immunities, powers, purposes, franchises,
patents, licenses, trademarks, registrations, causes of action, and every other
asset of Ajax and Patriot shall be transferred to, vest in and devolve upon the
Surviving Corporation without further act or deed, and every interest of Ajax
and Patriot shall be as effectively the property of the Surviving Corporation as
they were of Ajax and Patriot.
E. Abandonment. Notwithstanding approval and adoption of this Plan of
Merger by the Directors of Patriot and Ajax, this Plan of Merger may be
abandoned and the merger of Ajax and Patriot terminated at any time prior to the
Effective Date by decision of the Board of Directors of Patriot.
ARTICLE THIRD: The effective date of the merger of Ajax and Patriot (the
"Effective Date") shall be January 1, 1988 or, if later, the date the Articles
of Merger are filed by the Secretary of State of West Virginia in accordance
with the provisions of applicable state law.
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SECOND: As to each of the undersigned corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such Plan of Merger, are as follows:
Entitled to Vote as a Class
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Number of Shares Designation
Name of Corporation Outstanding of Class Number of Shares
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Ajax Mining
Company, In. 500 Common 500
Patriot Mining
Company, Inc. 100 Common 100
THIRD: For each of the undersigned corporations, the Plan of Merger was
approved by the Unanimous Written Consent of the Board of Directors and by the
Written Consent of the Sole Shareholder of each of the corporations as if voted
upon at a meeting, pursuant to Section 31-1-73 of the West Virginia Corporation
Act.
Dated December 21, 1987
AJAX MINING COMPANY, INC.
By: /s/ Richard B. Bolen
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Name: Richard B. Bolen
Title: President
By: /s/ Bruce Sparks
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Name: Bruce Sparks
Title: Secretary
PATRIOT MINING COMPANY, INC.
By: /s/ Richard B. Bolen
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Name: Richard B. Bolen
Title: President
By: /s/ Bruce Sparks
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Name: Bruce Sparks
Title: Secretary
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Verification
I, the undersigned, Secretary of Patriot Mining Company, Inc., hereby
verify that I have read the Articles of Merger dated December 21, 1987, relating
to the merger of Ajax Mining Company, Inc. with and into Patriot Mining Company,
Inc. pursuant to a Plan of Merger duly adopted by the boards of directors and
the shareholders of such corporations, which plan has not been revoked or
amended, and, to the best of my knowledge, the statements in said Articles of
Merger are true and correct.
IN WITNESS WHEREOF, I have hereunto set my hand this 21 day of December,
1987.
/s/ Bruce Sparks
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Name: Bruce Sparks
Title: Secretary, Patriot Mining
Company, Inc.
STATE OF WEST VIRGINIA )
) SS.:
COUNTY OF )
I, Mary J. Josta, a Notary Public, do hereby certify that on this 21 day
of December, 1987, personally appeared before me Bruce Sparks, who, being by me
first duly sworn, declared that he is the Secretary of Patriot Mining Company,
Inc., that he signed the foregoing document as Secretary of Patriot Mining
Company, Inc., and that the statements therein contained are true.
/s/ Mary J. Josta
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Notary Public
My commission expires: July 17, 1995
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OFFICIAL SEAL
Notary Public, State of West
Virginia
Mary J. Josta
Rt. 8, Box 205, Lot 11 Morgantown, WV 26505
My Commission Expires July 17, 1995
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Verification
I, the undersigned, Secretary of Ajax Mining Company, Inc., hereby verify
that I have read the Articles of Merger dated December 21, 1987, relating to the
merger of Ajax Mining Company, Inc. with and into Patriot Mining Company, Inc.
pursuant to a Plan of Merger duly adopted by the boards of directors and the
shareholders of such corporations, which plan has not been revoked or amended,
and, to the best of my knowledge, the statements in said Articles of Merger are
true and correct.
IN WITNESS WHEREOF, I have hereunto set my hand this 21 day of December,
1987.
/s/ Bruce Sparks
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Name: Bruce Sparks
Title: Secretary, Ajax Mining
Company, Inc.
STATE OF WEST VIRGINIA )
) SS.:
COUNTY OF )
I, Mary J. Josta, a Notary Public, do hereby certify that on this 21 day
of December, 1987, personally appeared before me Bruce Sparks, who, being by me
first duly sworn, declared that he is the Secretary of Ajax Mining Company,
Inc., that he signed the foregoing document as Secretary of Ajax Mining Company,
Inc., and that the statements therein contained are true.
/s/ Mary J. Josta
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Notary Public
My commission expires: July 17, 1995
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OFFICIAL SEAL
Notary Public, State of West Virginia
Mary J. Josta
Rt. 8, Box 205, Lot 11 Morgantown, WV 26505
My Commission Expires July 17, 1995