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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.06.htm - 6K - Match Info - Similar pages
10A-2A-9.13
Section 10A-2A-9.13 Statement of conversion; effectiveness. (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-1-4.01 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; (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 the certificate
of formation and amendments are filed; (C) a statement that the converting organization has
been converted into the converted organization; (D) the name...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.13.htm - 6K - Match Info - Similar pages
10A-5A-10.03
Section 10A-5A-10.03 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-5A-2.04(a) 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.03.htm - 6K - Match Info - Similar pages
10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION WAS AMENDED
BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (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-9A-2.03(a) 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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.04.htm - 6K - Match Info - Similar pages
10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign
entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02,
and a foreign entity may convert to a domestic entity, or a domestic entity may convert to
a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion
is permitted by the law of the state or country under whose law each foreign entity is formed
and each foreign entity complies with that law in effecting the merger or conversion. (2)
In the case of a conversion, the foreign entity complies with the requirements of Section
10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements
of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign
entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent
that service of process in a proceeding to enforce any obligation or any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.04.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.04.htm - 8K - Match Info - Similar pages
6-12A-4
Section 6-12A-4 Agent for service of process. (a) Agent for service of process required. Any
non-resident or foreign non-participating manufacturer that has not registered to do business
in the state as a foreign corporation or business entity, as a condition precedent to having
its brand families listed or retained in the directory, shall appoint and continually engage
without interruption the services of an agent in this state to act as agent for the service
of process on whom all process, and any action or proceeding against it concerning or arising
out of the enforcement of this chapter and Section 6-12-3, may be served in any manner authorized
by law. The service shall constitute legal and valid service of process on the non-participating
manufacturer. The non-participating manufacturer shall provide the name, address, phone number,
and proof of the appointment and availability of their agent to and to the satisfaction of
the commissioner. (b) The non-participating manufacturer...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/6-12A-4.htm - 1K - Match Info - Similar pages
41-14A-9
Section 41-14A-9 Procedures for payment of losses. (a) When the State Treasurer becomes aware
that a default or insolvency has occurred, the State Treasurer shall provide notice as required
in subsection (b) and implement the following procedures: (1) The State Treasurer shall obtain
information from the Superintendent of Banks of the State Banking Department or the receiver
of the qualified public depository in default in order to ascertain the amount of funds of
each public depositor on deposit at such depository and the amount of deposit insurance applicable
to such deposits. (2) The potential loss to public depositors shall be calculated by compiling
claims received from public depositors. The State Treasurer shall validate claims of public
depositors who filed claims under subsection (b) and which have been confirmed under subdivision
(1). (3) The loss to public depositors shall be satisfied, insofar as possible, first through
any applicable deposit insurance and then through the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-14A-9.htm - 7K - Match Info - Similar pages
10A-5A-10.08
Section 10A-5A-10.08 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,
or series thereof, 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, or series thereof, other than the surviving organization,
are debts, obligations, and other liabilities of the surviving...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.08.htm - 5K - Match Info - Similar pages
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