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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Limited Partnership
- 3.2 Agreement of Limited Partnership
- 3.3 Certificate of Incorporation
- 3.4 Bylaws
- 3.5 Articles of Incorporation
- 3.6 Bylaws
- 3.7 Certificate of Formation
- 3.8 Limited Liability Company Agreement
- 3.9 Articles of Incorporation
- 3.10 Bylaws
- 3.11 Articles of Incorporation
- 3.12 Bylaws
- 3.13 Limited Liability Company Articles of Organization
- 3.14 Operating Agreement
- 3.15 Articles of Organization
- 3.16 Operating Agreement
- 3.17 Certificate of Formation
- 3.18 Limited Liability Company Agreement
- 3.19 Certificate of Formation
- 3.20 Operating Agreement
- 3.21 Certificate of Incorporation
- 3.22 Bylaws
- 3.23 Articles of Incorporation
- 3.24 Bylaws
- 3.25 Certificate of Incorporation
- 3.26 Bylaws
- 3.27 Limited Liability Company Articles of Organization
- 3.28 Operating Agreement
- 3.29 Articles of Incorporation
- 3.30 Bylaws
- 3.31 Articles of Organization
- 3.32 Operating Agreement
- 3.33 Articles of Incorporation
- 3.34 Bylaws
- 3.35 Articles of Organization
- 3.36 Operating Agreement
- 3.37 Articles of Organization
- 3.38 Limited Liability Company Agreement
- 3.39 Articles of Organization
- 3.40 Operating Agreement
- 3.41 Articles of Organization
- 3.42 Limited Liability Company Agreement
- 3.43 Articles of Incorporation
- 3.44 Bylaws
- 3.45 Articles of Organization
- 3.46 Operating Agreement
- 3.47 Certificate of Formation
- 3.48 Limited Liability Company Agreement
- 3.49 Articles of Organization
- 3.50 Limited Liability Company Agreement
- 3.51 Certificate of Formation
- 3.52 Limited Liability Company Agreement
- 3.53 Certificate of Formation
- 3.54 Limited Liability Company Agreement
- 3.55 Certificate of Formation
- 3.56 Limited Liability Company Agreement
- 3.57 Certificate of Formation
- 3.58 Limited Liability Company Agreement
- 3.59 Articles of Organization
- 3.60 Operating Agreement
- 3.61 Articles of Organization
- 3.62 Operating Agreement
- 3.63 Articles of Organization
- 3.64 Operating Agreement
- 3.65 Articles of Incorporation
- 3.66 Bylaws
- 3.67 Articles of Incorporation
- 3.68 Bylaws
- 3.69 Certificate of Formation
- 3.70 Limited Liability Company Agreement
- 3.71 Certificate of Formation
- 3.72 Limited Liability Company Agreement
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Gibson, Dunn & Crutcher LLP
- 5.2 Opinion of Greenberg Traurig, LLP As to Matters of Arizona Law
- 5.3 Opinion of Greenberg Traurig, LLP As to Matters of Florida Law
- 5.4 Opinion of Greenberg Traurig, LLP As to Matters of Illinois Law
- 10.1 Letter of Credit Facility
- 10.2 Security Agreement
- 10.3 Tax Distribution Agreement
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 23.5 Consent of Ernst & Young LLP
- 25.1 Statement of Eligibility of Trustee
- 99.1 Form of Letter of Transmittal
- 99.2 Substitute Form W-9 and Guidelines for Certification
- 99.3 Form of Notice of Guaranteed Delivery
- 99.4 Form of Letter to Brokers, Dealers, Comm. Banks, Trust Companies &Other Nominees
- 99.5 Form of Letter to Clients
- 9 Feb 12 Registration of securities issued in business combination transactions (amended)
- 24 Jan 12 Registration of securities issued in business combination transactions (amended)
- 22 Dec 11 Registration of securities issued in business combination transactions (amended)
- 14 Oct 11 Registration of securities issued in business combination transactions
Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
SHEA HOMES FUNDING CORP.
ARTICLE I
NAME OF CORPORATION
The name of the Corporation (the “Corporation”) is:
Shea Homes Funding Corp.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover 19904, County of Kent, and the name of its registered agent at that address is National Registered Agents, Inc.
ARTICLE III
PURPOSE
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 the State of Delaware.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The Corporation shall be authorized to issue one class of stock to be designated Common Stock. The total number of shares which the Corporation shall have authority to issue is 1,000, and each such share shall have a par value of $0.01.
ARTICLE V
BOARD POWER REGARDING BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the Corporation.
ARTICLE VI
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
ARTICLE VII
LIABILITY
A director of the Corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
ARTICLE VIII
CORPORATE POWER
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.
ARTICLE IX
INCORPORATOR
The name and mailing address of the incorporator of the Corporation is:
Kevin H. Yonei
c/o Gibson, Dunn & Crutcher LLP
333 S. Grand Avenue, 46th Floor
Los Angeles, California 90071
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THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does make and file this Certificate of Incorporation.
Dated: April 25, 2011
Kevin H. Yonei, Incorporator |
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