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20120813 2129/2012 11:56 AM Lila Herod <br />4 of 6 AFFID R$36.00 D$0.00 Moffat County Clerk <br />State of Delaware <br />aecxetary of State <br />Wrriaion of Corporations <br />Delivered 09:24 R4 12/02/2021 <br />FLED 09 :24 PM 12/01/2021 <br />MW 121248332 - 2393972 FnK <br />AMENDED AND RESTATED <br />CERTIF'ICAT'E OF INCORPORATION OF <br />KENNECOTT COLORADO COAL COMPANY, A CLOSE CORPORATION <br />(Pursuant to Sections 242,245 and 344 of the General <br />Corporation Law of the State of Delaware) <br />Kennecott Colorado Coal Company, a close corporation. organized and existing <br />under and by virtue of tlac provisions of the General corporation Law of the State of Delaware <br />lthe "General Corporation Lase "). does hereby certify that: <br />The corporation hereby changes its nuance to Axial Basin Coal Company. <br />That the corporation hereby elects to become a close corporation pursuant to the <br />provisions of Section, 3.14 of rite General Corporation l,aw%. <br />This Amended and Restated Certi£tcatt of Incorp oration is tiled pursuant to <br />Section 242, 245 and 344 of the General Corporation l.siw. <br />This Amended and Restated Certificate of incorporation: which amends and <br />restates the cc;rtificate of incorpuluiian of the corporation filed with tire, Delaware Sccrelary- of <br />State on April 19, 1994. and.Which has been approved and adopted by the board of directors and <br />stockholders of the corporation in accordance with Sections 141, 225, 242, 245 and 344 of the <br />General Corporation Law, amends and restates the certificate of incorporatior of the eorporation <br />in its entirety as fol'•ows: <br />l" I ST, The name of the Corporation is Axial Basin Coal Company. <br />SECOND: The address of the registered office Of the corporation in Delaware <br />is The Corporation -crust Company, Corporation `crust Center, 1209 Change Street. Wilmington, <br />,DE I9gol. County of New Castle and the nanie of its registered agent at that address is The <br />Corporatoor Trust Company. <br />IHLR ` ,11e purpose of the Corporation is to engage in any lawful act or <br />activity for which corporations may be organized under the General Corporation Law. <br />FO__._UI? -rM' The total r_u;niu r of shares which <br />per oTpomdOn shall have <br />authority to issue is I ,t�i3 shares of Cuinrrturt Stock, par <br />0 I1; The Corporation shall be a close corporation under the General <br />Corporation Law. The business of the Corporation shall be managed by the stockholder of the <br />corporation rather than by a board of directors. So Iottg as this Article FIFTH continues in <br />effect, t i) no inceting of stockholders need be called to elect directors, (b) the stockholder of the <br />Corporatioti shall be deemed to be directors tinder this Certificate and the General CotTx rt <br />zratio <br />officers or representatives shall have the <br />Law and the stockholder acting through its authorized <br />4913.044.244o12 <br />