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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 3.27
2712019 out
LLC-1A | File #200836510031 | |||||||||||||
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LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION - CONVERSION
| ||||||||||||||
IMPORTANT — Read all instructions before completing this form. | This Space For Filing Use Only | |||||||||||||
CONVERTED ENTITY INFORMATION | ||||||||||||||
1.
| NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words “Limited and “Company” may be abbreviated to “Ltd.” And “Co.” respectively.)
SHEA HOMES AT MONTAGE, LLC | |||||||||||||
2. | THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. | |||||||||||||
3. | THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one) | |||||||||||||
¨ ONE MANAGER | x MORE THAN ONE MANAGER | ¨ ALL LIMITED LIABILITY COMPANY MEMBER(S) | ||||||||||||
4. | MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE | CITY | STATE | ZIP CODE | ||||||||||
655 Brea Canyon Road | Walnut | CA | 91761 | |||||||||||
5.
| NAME OF AGENT FOR SERVICE OF PROCESS (Item 5: Enter the name of the agent for service of process. The agent may be an individual residing in California or a corporation that has filed a certificate pursuant to California Corporations Code section 1505. Item 6: If the agent is an individual, enter the agent’s business or residential address in California. Item 7: If the converting entity is a California limited partnership, enter the mailing address of the individual or corporate agent. Check the box and omit the mailing address if the agent’s mailing address is the same as the address in Item6.)
Max B. Johnson | |||||||||||||
6. | IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA | CITY | STATE | ZIP CODE | ||||||||||
655 Brea Canyon Road | Walnut | CA | 91761 | |||||||||||
7. | MAILING ADDRESS OF AGENT FOR SERVICE OF PROCESS | CITY | STATE | ZIP CODE | ||||||||||
¨ THE MAILING ADDRESS OF THE AGENT FOR SERVICE OF PROCESS IS THE SAME AS THE AGENT’S BUSINESS OR RESIDENTIAL ADDRESS IN ITEM 6. | ||||||||||||||
CONVERTING ENTITY INFORMATION | ||||||||||||||
8. | NAME OF CONVERTING ENTITY
Shea Homes at Montage, Inc. | |||||||||||||
9. | FORM OF ENTITY | 10. JURISDICTION | 11. CA SECRETARY OF STATE FILE NUMBER, IF ANY | |||||||||||
Corporation | California | C2712019 | ||||||||||||
12. | THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWINGFOR EACH CLASS: | |||||||||||||
STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE | AND | THE PERCENTAGE VOTE REQUIRED OF EACH CLASS | ||||||||||||
1,000,000 Common Shares | 51% | |||||||||||||
ADDITIONAL INFORMATION | ||||||||||||||
13. | ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. | |||||||||||||
14. | I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE, I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. | |||||||||||||
December 22, 2008 | ||||||||||||||
DATE | ||||||||||||||
PETER O. SHEA, JR. EXECUTIVE VICE PRESIDENT | ||||||||||||||
SIGNATURE OF AUTHORIZED PERSON | TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON | |||||||||||||
JAMES G. SHONTERE, SECRETARY | ||||||||||||||
SIGNATURE OF AUTHORIZED PERSON | TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON | |||||||||||||
LLC-1A (REV 01/2008) | APPROVED BY SECRETARY OF STATE |