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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/03/14 Western Alliance Bancorporation 8-K:3,5,9 5/29/14 8:492K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 28K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 25K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 29K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 7K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 22K
6: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 75K
7: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 94K
8: EX-4.1 Instrument Defining the Rights of Security Holders HTML 9K
| EX-3.1 |
Exhibit 3.1
|
ROSS MILLER | |||||
| Secretary of State | ||||||
| 204 North Carson Street, Suite 1 | ||||||
| Carson City, Nevada 89701-4520 | ||||||
| (775) 664 5708 | ||||||
| Website: www.nvsos.gov | ||||||
| Articles of Conversion (PURSUANT TO NRS 92A.205) Page 1 |
| USE BLACK INK ONLY- DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| Articles of Conversion (Pursuant to NRS 92A.205) |
| 1. |
Name and Jurisdiction of organization of constituent entity and resulting entity: | |||||||||||
| Western Alliance Bancorporation |
||||||||||||
| Name of constituent entity |
||||||||||||
| Nevada |
corporation | |||||||||||
| Jurisdiction |
Entity type* | |||||||||||
| and, |
||||||||||||
| Western Alliance Bancorporation |
||||||||||||
| Name of resulting entity |
||||||||||||
| Delaware |
corporation | |||||||||||
| Jurisdiction |
Entity type * | |||||||||||
| 2. |
A plan of conversion has been adopted by the constituent entity in compliance with the law of the Jurisdiction governing the constituent entity. | |||||||||||
| 3. |
Location of plan of conversion: (check one) |
|||||||||||
| ¨ |
The entire plan of conversion is attached to these articles. | |||||||||||
| x |
The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity. | |||||||||||
| ¨ |
The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330. | |||||||||||
| * | corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust. |
| This form must be accompanied by appropriate fees. | Nevada Secretary of State 92A Conversion Page 1 | |
| Revised: 10-16-09 |
|
ROSS MILLER | |
| Secretary of State | ||
| 204 North Carson Street, Suite 1 | ||
| Carson City, Nevada 89701-4520 | ||
| (775) 664 5708 | ||
| Website: www.nvsos.gov |
| Articles of Conversion (PURSUANT TO NRS 92A.205) Page 2 |
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| 4. | Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the resulting entity in the conversion): | |||||||
| Attn: | Randall S. Theisen | |||||||
| c/o: | Western Alliance Bancorporation One E. Washington Street, Suite 1400 | |||||||
| 5. | Effective date of conversion (optional) (not to exceed 90 days after the articles are filed pursuant to NRS 92A.240)* | |||||||
| 6. | Signatures - must be signed by: | |||||||
| 1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a. general partnership governed by NRS chapter 87). | ||||||||
| 2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it. | ||||||||
| Western Alliance Bancorporation | ||||||||
| Name of constituent entity | ||||||||
| X /s/ Randall S. Theisen |
Executive Vice President | 05/29/14 | ||||||
| Signature | Title | Date | ||||||
| * | Pursuant to NRS 92A.205(4) If the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the constituent document filed with the Secretary of State pursuant to paragraph (b) subsection 1 must state the name and the Jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date. This statement must be included within the resulting entity’s articles. |
FILING FEE: $350.00
IMPORTANT: Failure to include any of the above Information and submit with the proper fees may cause this filing to be rejected.
| This form must be accompanied by appropriate fees. | Nevada Secretary of State 92A Conversion Page 2 | |
| Revised: 10-16-09 |