EX-3.157 58 a2201439zex-3_157.htm EX-3.157

Exhibit 3.157

 

CERTIFICATE OF FORMATION

OF

NRG Texas Power LLC

 

June 28, 2007

 

This Certificate of Formation, dated June 28, 2007, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act.

 

1.              Name.  The name of the Company is “NRG Texas Power LLC”.

 

2.              Registered Office; Registered Agent.  The address of the registered office required to be maintained by Section 18-104 of the Act is:

 

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

 

The name and address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:

 

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

 

[Signature Page Follows]

 



 

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the date first written above.

 

 

 

By:

/s/ Edmund D. Daniels

 

Name:

Edmund D. Daniels

 

Title:

Authorized Person

 

[Signature Page to Certificate of Formation of NRG Texas Power LLC]

 



 

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:40 PM 06/28/2007
FILED 04:37 PM 06/28/2007
SRV 070764488 - 4377510 FILE

 

CERTIFICATE OF MERGER

OF

NRG TEXAS LP

WITH AND INTO

NRG TEXAS POWER LLC

 

June 28, 2007

 


 

 

Pursuant to § 18-209 of the Limited Liability Company Act

 


 

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “Act”), NRG Texas Power LLC, a Delaware limited liability company, hereby certifies as follows:

 

FIRST: The name and state of domicile of each of the constituent corporations and limited partnerships which are to merge is as follows:

 

Name

 

State of Formation

 

 

 

NRG Texas LP

 

Texas

NRG Texas Power LLC

 

Delaware

 

SECOND: An agreement and plan of merger, dated June 28, 2007 (the “Agreement”), has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging limited partnership in accordance with § 18-209 of the Act.

 

THIRD: The name of the surviving limited liability company is NRG Texas Power LLC (the “Surviving Company”).

 

FOURTH: The Merger shall become effective at 11:58 p.m., Eastern Time, on June 30, 2007 (the “Merger Effective Time”).

 

FIFTH: The certificate of formation of NRG Texas Power LLC immediately prior to the Merger Effective Time shall be the certificate of formation of the Surviving Company.

 

SIXTH, the Agreement is on file at the principal place of business of the Surviving Company located at 1301 McKinney Street, Suite 2300, Houston, Texas 77012 and will be

 

A-1



 

furnished by the Surviving Company, on request and without cost, to any member of the constituent company or any partner of the constituent limited partnership.

 

[Signature page follows.]

 



 

IN WITNESS WHEREOF, NRG Texas Power LLC has caused this Certificate of Merger to be executed by an authorized person on its behalf, on the date first written above.

 

 

 

NRG TEXAS POWER LLC

 

 

 

 

 

By:

/s/ Edmund D. Daniels

 

Name:

Edmund D. Daniels

 

Title:

Manager

 

 

Vice-President and Secretary

 

[Signature Page to Certificate of Merger]