Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NORTHWESTERN CORP: Amended certificate of incorporation to add a provision required by DGCL Section 251(g) regarding stockholder approval requirements for certain acts or transactions involving the company (effective 2023-10-02).
- Change
- charter amendment
- Effective
- 2023-10-02
Exact text from the filing
On October 2, 2023, 2023, the Amended and Restated Certificate of Incorporation of Old NWE (the “Old NWE Charter”) was amended pursuant to the Merger to add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving Old NWE, other than the election or removal of directors, that requires for its adoption under the DGCL or the Old NWE Charter the approval of the stockholders of Old NWE shall require the approval of the stockholders of New NWE by the same vote as is required by the DGCL and/or the Old NWE Charter.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NORTHWESTERN CORP entered into Merger Agreement with New NWE, NorthWestern Energy Merger Company (effective 2023-10-02).
- Action
- entry
- Agreement
- merger
- Counterparty
- New NWE, NorthWestern Energy Merger Company
- Effective
- 2023-10-02
Exact text from the filing
On October 2, 2023, Old NWE implemented the Merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 2, 2023, by and among Old NWE, New NWE and NorthWestern Energy Merger Company, a Delaware corporation (“Merger Sub”)
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