Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Trimerica Energy Corp | teco_8k.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - Trimerica Energy Corp | teco_ex21.htm |
| EX-3.1 - CERTIFICATE OF INCORPORATION - Trimerica Energy Corp | teco_ex31.htm |
| EX-3.3 - BYLAWS - Trimerica Energy Corp | teco_ex33.htm |
| EX-99.1 - PRESS RELEASE - Trimerica Energy Corp | teco_ex991.htm |
EXHIBIT 3.2
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
STATE of DELAWARE
| First: | The name of this Corporation is Trimerica Energy Holdings Corporation, hereby changing its name to “Trimerica Energy Corporation,” incident to, and immediately following the August 17, 2015 AGREEMENT AND PLAN OF MERGER by and among Trimerica Energy Corp., a Delaware corporation (“Trimerica Energy”), Trimerica Energy Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Trimerica Energy (“HoldCo”), and Trimerica Services, Inc., a Delaware corporation and a wholly-owned subsidiary of HoldCo. |
| Second: | Its registered office is the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The registered agent in charge thereof is The Corporation Trust Company. |
| Third: | The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. |
| Fourth: | (a) SHARES: The total number of shares of all classes which the Corporation is authorized to have issued and outstanding is Two Billion Three Hundred Million (2,300,000,000) shares, of which stock Two Billion Two Hundred Fifty Million (2,250,000,000) shares shall be common stock in the par value of $.001 each, amounting in aggregate to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), and of which Fifty Million (50,000,000) shares shall be preferred stock in the par value of $.001 each, amounting in the aggregate to Fifty Thousand Dollars ($50,000). The board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and the qualifications, limitations and restrictions thereof. The board of directors shall have the authority to determine by resolution all other rights. |
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| (b) The Board of Directors has provided for the issuance of Preferred Stock of the Corporation with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions set forth in Exhibit A hereto. |
I, the Undersigned, for the purpose of changing the articles of incorporation of a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 17th day of August, A.D. 2015
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| By: | /s/ Andrew Kramer | |
| Name: | Andrew Kramer |
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| Title: | Vice President, General Counsel and Secretary |
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| 1 |
Exhibit A to Articles of Incorporation
CERTIFICATE OF DESIGNATION OF CLASS A, SERIES 1 PREFERRED STOCK
The Corporation hereby establishes the following voting powers, designations, preferences, limitations, restrictions and relative rights of its Class A, Series 1 Preferred Stock, in accordance with Delaware law:
| 1. | The number of authorized shares of Class A, Series 1 Preferred Stock shall be 50,000,000 shares. |
| 2. | Class A, Series 1 Preferred Stock shall have the following terms: |
| a. | The Par Value of each share of Class A, Series 1 Preferred Stock is $0.001. | |
| b. | Each holder of Class A, Series 1 Preferred Stock shall have the right to one (1) vote per share, for each share owned on any matter put forth for a vote to shareholders. | |
| c. | Each holder of Class A, Series 1 Preferred Stock may, at the election of the Board of the Company or the holder, be required to convert its shares of Class A, Series 1 Preferred Stock into shares of the Corporation's common stock at the rate of one (1) share of common stock for each share of Class A, Series 1 Preferred Stock; provided, however, a holder's ability to convert shares of Class A, Series 1 Preferred Stock into common stock is expressly conditioned upon the Corporation having sufficient authorized but unissued shares of common stock to fulfill such request. The Corporation shall have no obligation to deliver shares of common stock upon a purported conversion to a holder of Class A, Series 1 Preferred Stock should the Corporation have insufficient shares of authorized but unissued shares of common stock to fulfill such conversion request, and such conversion request shall be deemed null and void to the extent of such insufficiency. | |
| d. | Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of Class A, Series 1 Preferred Stock shall participate in the payment or distribution made on the Company's common stock as if such shares of Class A, Series 1 Preferred Stock had been converted into shares of common stock. | |
| e. | Each holder of Class A, Series 1 Preferred Stock shall be entitled to participate in any dividends declared by the Corporation's Board as if such shares of Class A, Series 1 Preferred Stock had been converted into shares of common stock, with any such declared dividend to subtract from any already accrued dividend. | |
| f. | The board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and the qualifications, limitations and restrictions thereof. The board of directors shall have the authority to determine by resolution all other rights. |
| 2 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
STATE of DELAWARE
| First: | The name of this Corporation is Trimerica Energy Corporation, hereby changing its name to “Trimerica Services, Inc.,” incident to, and immediately following the August 17, 2015 AGREEMENT AND PLAN OF MERGER by and among Trimerica Energy Corp., a Delaware corporation (“Trimerica Energy”), Trimerica Energy Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Trimerica Energy (“HoldCo”), and Trimerica Services, Inc., a Delaware corporation and a wholly-owned subsidiary of HoldCo. |
| Second: | Its registered office is the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The registered agent in charge thereof is The Corporation Trust Company. |
| Third: | The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. |
| Fourth: | (a) SHARES: The total number of shares of all classes which the Corporation is authorized to have issued and outstanding is Two Billion Three Hundred Million (2,300,000,000) shares, of which stock Two Billion Two Hundred Fifty Million (2,250,000,000) shares shall be common stock in the par value of $.001 each, amounting in aggregate to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), and of which Fifty Million (50,000,000) shares shall be preferred stock in the par value of $.001 each, amounting in the aggregate to Fifty Thousand Dollars ($50,000). The board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and the qualifications, limitations and restrictions thereof. The board of directors shall have the authority to determine by resolution all other rights. |
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| (b) The Board of Directors has provided for the issuance of Preferred Stock of the Corporation with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions set forth in Exhibit A hereto. |
I, the Undersigned, for the purpose of changing the articles of incorporation of a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 17th day of August, A.D. 2015.
| By: | /s/ Andrew Kramer | ||
| Name: | Andrew Kramer |
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| Title: | Vice President, General Counsel and Secretary |
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| 3 |
Exhibit A to Articles of Incorporation
CERTIFICATE OF DESIGNATION OF CLASS A, SERIES 1 PREFERRED STOCK
The Corporation hereby establishes the following voting powers, designations, preferences, limitations, restrictions and relative rights of its Class A, Series 1 Preferred Stock, in accordance with Delaware law:
| 1. | The number of authorized shares of Class A, Series 1 Preferred Stock shall be 50,000,000 shares. |
| 2. | Class A, Series 1 Preferred Stock shall have the following terms: |
| 1. | The number of authorized shares of Class A, Series 1 Preferred Stock shall be 50,000,000 shares. 2. Class A, Series 1 Preferred Stock shall have the following terms: a. The Par Value of each share of Class A, Series 1 Preferred Stock is $0.001. | |
| b. | Each holder of Class A, Series 1 Preferred Stock shall have the right to one (1) vote per share, for each share owned on any matter put forth for a vote to shareholders. | |
| c. | Each holder of Class A, Series 1 Preferred Stock may, at the election of the Board of the Company or the holder, be required to convert its shares of Class A, Series 1 Preferred Stock into shares of the Corporation's common stock at the rate of one (1) share of common stock for each share of Class A, Series 1 Preferred Stock; provided, however, a holder's ability to convert shares of Class A, Series 1 Preferred Stock into common stock is expressly conditioned upon the Corporation having sufficient authorized but unissued shares of common stock to fulfill such request. The Corporation shall have no obligation to deliver shares of common stock upon a purported conversion to a holder of Class A, Series 1 Preferred Stock should the Corporation have insufficient shares of authorized but unissued shares of common stock to fulfill such conversion request, and such conversion request shall be deemed null and void to the extent of such insufficiency. | |
| d. | Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of Class A, Series 1 Preferred Stock shall participate in the payment or distribution made on the Company's common stock as if such shares of Class A, Series 1 Preferred Stock had been converted into shares of common stock. | |
| e. | Each holder of Class A, Series 1 Preferred Stock shall be entitled to participate in any dividends declared by the Corporation's Board as if such shares of Class A, Series 1 Preferred Stock had been converted into shares of common stock, with any such declared dividend to subtract from any already accrued dividend. | |
| f. | The board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and the qualifications, limitations and restrictions thereof. The board of directors shall have the authority to determine by resolution all other rights. |
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