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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (a) "Certificate of
formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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10A-8A-9.04
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-8A-2.03 and which must include: (A) the name, type
of organization, and mailing address of the principal office of the converting organization,
and its unique identifying number or other designation as assigned by the Secretary of State,
if any, before conversion; (B) the date of the filing of the certificate of formation of the
converting organization, if any, and all prior amendments and the filing office or offices,
if any, where such is filed; (C) a statement that the converting organization has been converted
into the converted organization; (D) the name and type of...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has
been adopted and approved as required by this article, then a statement of merger shall be
signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement
of merger must set forth: (1) the name, type of organization, and mailing address of the principal
office of each constituent organization, the jurisdiction of the governing statute of each
constituent organization, and the respective unique identifying number or other designation
as assigned by the Secretary of State, if any, of each constituent organization; (2) the name,
type of organization, and mailing address of the principal office of the surviving organization,
the unique identifying number or other designation as assigned by the Secretary of State,
if any, of the surviving organization, the jurisdiction of the governing statute of the surviving
organization, and, if the surviving organization is created...
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27-44-5
Section 27-44-5 Definitions. As used in this chapter, the following terms shall have the following
meanings, respectively, unless the context clearly indicates otherwise: (1) ACCOUNT. Either
of the three accounts created under Section 27-44-6. (2) ASSOCIATION. The Alabama Life and
Disability Insurance Guaranty Association created under Section 27-44-6. (3) AUTHORIZED ASSESSMENT
or the term AUTHORIZED when used in the context of assessments. A resolution by the board
of directors has been passed whereby an assessment will be called immediately or in the future
from member insurers for a specified amount. An assessment is authorized when the resolution
is passed. (4) BENEFIT PLAN. A specific employee, union, or association of natural persons
benefit plan. (5) CALLED ASSESSMENT or the term CALLED when used in the context of assessments.
A notice that has been issued by the association to member insurers requiring that an authorized
assessment be paid within the time frame set forth within...
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27-25-3
Section 27-25-3 Definitions. For the purposes of this chapter, the following terms shall have
the following meanings: (1) ABSTRACT OF TITLE. A compilation or summary of all instruments
of public record of whatever kind or nature which in any manner affect title to a specified
parcel of real property. (2) BUSINESS ENTITY. A domestic entity properly formed and existing
under Title 10A. (3) COMMISSIONER. The Commissioner of the Alabama Department of Insurance.
(4) INDIVIDUAL. A natural person. (5) NAIC. The National Association of Insurance Commissioners,
its subsidiaries and affiliates, and any successor thereof. (6) OPINION OF TITLE. A written
expression of the status of title, including, but not limited to, the validity or invalidity
thereof, based upon an examination by an attorney at law, who is licensed to practice law
in this state, of instruments of public record or an abstract thereof affecting title to a
specified parcel of real property to ascertain the history and present...
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38-13-2
Section 38-13-2 Definitions. When used in this chapter, the following words shall have the
following meanings: (1) ADULT. An individual 19 years of age and older. (2) ADULT CARE FACILITY.
A person or entity holding a Department of Human Resources license or approval or certification
to provide care, including foster care, for adults. (3) APPLICANT. A person or entity who
submits an application for license as a child care or adult care facility to the Department
of Human Resources or a child placing agency, or an application for employment or for a volunteer
position to a Department of Human Resources licensed child care or adult care facility. With
regard to child care and adult care facilities in a home setting, the term includes an adult
household member whose residence is in the home. The term also includes an individual who
submits an application for a volunteer position or for employment with the Department of Human
Resources in a position in which the person has unsupervised...
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41-23-153
Section 41-23-153 Establishment and administration of financing program. (a) The department,
in cooperation with public and private sector partners, shall establish a financing program
to provide financing to retailers to construct, rehabilitate, or expand grocery stores in
underserved communities in urban and rural low and moderate income areas. (b) The department
may contract with one or more qualified nonprofit organizations or community development financial
institutions to administer this program through a public-private partnership. The department
shall establish program guidelines, promote the program statewide, evaluate applicants, underwrite
and disburse grants and loans, and monitor compliance and impact. The department may develop
rules in accordance with the Administrative Procedure Act to carry out the program and to
meet the intent of this article. No more than 10 percent of the monies in the fund shall be
reserved for administrative and operational costs to manage the...
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10A-8A-9.09
Section 10A-8A-9.09 Effect of merger. (a) When a merger becomes effective: (1) the surviving
organization continues or, in the case of a surviving organization created pursuant to the
merger, comes into existence; (2) each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (3) except as provided in the plan of merger,
all property owned by, and every contract right possessed by, each constituent organization
that ceases to exist vests in the surviving organization without transfer, reversion, or impairment
and the title to any property and contract rights vested by deed or otherwise in the surviving
organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason
of the merger; (4) all debts, obligations, and other liabilities of each constituent organization,
other than the surviving organization, are debts, obligations, and other liabilities of the
surviving organization, and neither the rights of...
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