|
10A-30-2.06
Section 10A-30-2.06 Corporate option where a restriction on transfer of shares is held invalid;
applicable to corporations formed as close corporations or electing close corporation status
prior to January 1, 1995. If a restriction on transfer of shares of a close corporation is
held not to be authorized by the Alabama Business Corporation Law, the corporation shall nevertheless
have an option for a period of 30 days after the judgment setting aside the restriction becomes
final, to acquire the restricted shares at a price which is agreed upon by the parties or
if no agreement is reached as to price, then at the fair value as determined by the circuit
court of the county in which the corporation has its registered office or any court in such
place having jurisdiction. In order to determine fair value, the court may appoint an appraiser
to receive evidence and report to the court his or her findings and recommendation as to fair
value. The appraiser shall have such powers and shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.06.htm - 1K - Match Info - Similar pages
10A-2A-8.09
Section 10A-2A-8.09 Removal of directors by judicial proceeding. (a) The designated court,
and if none, the circuit court for the county in which the corporation's principal office
is located in this state, and if none in this state, the circuit court for the county in which
the corporation's most recent registered office is located may remove a director from office
or may order other relief, including barring the director from reelection for a period prescribed
by the court, in a proceeding commenced by or in the right of the corporation if the court
finds that (i) the director engaged in fraudulent conduct with respect to the corporation
or its stockholders, grossly abused the position of director, or intentionally inflicted harm
on the corporation; and (ii) considering the director's course of conduct and the inadequacy
of other available remedies, removal or such other relief would be in the best interest of
the corporation. (b) A stockholder proceeding on behalf of the corporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.09.htm - 1K - Match Info - Similar pages
2-10-66
Section 2-10-66 Exchange of stock. Whenever an association organized under this article with
preferred capital stock shall purchase the stock or any property or any interest in any property
of any person, firm, corporation or association, it may discharge the obligations so incurred,
wholly or in part, by exchanging for the acquired interest shares of its preferred capital
stock to an amount which at par value would equal a fair market value of the stock or interest
so purchased, as determined by the board of directors. In that case the transfer to the association
of the stock or interest purchased shall be equivalent to payment in cash for the shares of
stock issued. (Acts 1921, Ex. Sess., No. 31, p. 38; Code 1923, §7144; Code 1940, T. 2, §102.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-10-66.htm - 1K - Match Info - Similar pages
35-6A-9
Section 35-6A-9 Partition in kind - Factors. (a) In determining under subsection (a) of Section
35-6A-8 whether partition in kind would result in great prejudice to the cotenants, the court
shall consider all of the following: (1) Whether the heirs property practicably can be divided
among the cotenants. (2) Whether partition in kind would apportion the property in such a
way that the aggregate fair market value of the parcels resulting from the division would
be materially less than the value of the property if it were sold as a whole, taking into
account the condition under which a court-ordered sale likely would occur. (3) Evidence of
the collective duration of ownership or possession of the property by a cotenant and one or
more predecessors in title or predecessors in possession to the cotenant who are or were relatives
of the cotenant or each other. (4) A cotenant's sentimental attachment to the property, including
any attachment arising because the property has ancestral or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/35-6A-9.htm - 2K - Match Info - Similar pages
36-25-1
Section 36-25-1 Definitions. Whenever used in this chapter, the following words and terms shall
have the following meanings: (1) BUSINESS. Any corporation, partnership, proprietorship, firm,
enterprise, franchise, association, organization, self-employed individual, or any other legal
entity. (2) BUSINESS WITH WHICH THE PERSON IS ASSOCIATED. Any business of which the person
or a member of his or her family is an officer, owner, partner, board of director member,
employee, or holder of more than five percent of the fair market value of the business. (3)
CANDIDATE. This term as used in this chapter shall have the same meaning ascribed to it in
Section 17-5-2. (4) COMMISSION. The State Ethics Commission. (5) COMPLAINT. Written allegation
or allegations that a violation of this chapter has occurred. (6) COMPLAINANT. A person who
alleges a violation or violations of this chapter by filing a complaint against a respondent.
(7) CONFIDENTIAL INFORMATION. A complaint filed pursuant to this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/36-25-1.htm - 21K - Match Info - Similar pages
2-6-101
Section 2-6-101 Definitions. For the purposes of this article, the following words shall have
the following meanings: (1) ALABAMA AGRICULTURAL CENTER BOARD or AACB. The Alabama Agricultural
Center Board established by Section 2-6-1, as amended by this article. (2) BOARD OF DIRECTORS
or BOARD. The board of directors of the Garrett Coliseum Redevelopment Corporation, the public
corporation created pursuant to this article. (3) BONDS. Includes refunding bonds unless the
context clearly indicates otherwise. (4) GARRETT COLISEUM or COLISEUM. The Alabama Agricultural
Center, the Garrett Coliseum, and all related properties located in Montgomery, Alabama. (5)
GARRETT COLISEUM REDEVELOPMENT CORPORATION or CORPORATION. The public corporation created
pursuant to this article. (6) GOVERNMENT SECURITIES. Any bonds or other obligations which,
as to principal and interest, constitute direct obligations of, or are unconditionally guaranteed
by, the United States of America, including obligations of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-6-101.htm - 3K - Match Info - Similar pages
35-4-131
Section 35-4-131 Notice of actions, etc. (a) When any civil action or proceeding shall be brought
in any court to enforce any lien upon, right to or interest in, or to recover any land, or
where an application has been made to the probate judge of any county for an order of condemnation
of land, or any interest therein, the person, corporation, or governmental body commencing
such action or proceeding or making such application shall file with the judge of probate
of each county where the land or any part thereof is situated a notice containing the names
of all of the parties to the action or proceeding, or the persons named as those having an
interest in the land in the application for an order of condemnation, a description of the
real estate and a brief statement of the nature of the lien, writ, application, or action
sought to be enforced. The judge of probate shall immediately file and record the notice in
the lis pendens record and note on it and in the record the hour and date...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/35-4-131.htm - 1K - Match Info - Similar pages
10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.01.htm - 5K - Match Info - Similar pages
10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights,
and to obtain payment of the fair value of that stockholder's stock, in the event of any of
the following corporate actions: (1) consummation of a merger to which the corporation is
a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05
or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would
be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights
shall not be available to any stockholder of the corporation with respect to stock of any
class or series that remain outstanding after consummation of the merger; (2) consummation
of a stock exchange to which the corporation is a party the stock of which will be acquired,
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
35-4-137
Section 35-4-137 Release of land from lien upon execution of bond. When any lis pendens in
an action or proceeding to enforce a lien has been filed and recorded in the office of the
judge of probate, as prescribed in Sections 35-4-131 and 35-4-132, the person owning or claiming
the land described in the lis pendens may at any time, before a judgment is entered enforcing
the lien, nullify the notice given by such lis pendens by executing a bond with sufficient
surety in double the amount of the fair market value of the land described in the lis pendens
and as to which the lis pendens is to be nullified, the amount of the bond and the surety
or sureties thereon to be approved by the judge of probate. The bond shall be payable to the
judge of probate and conditioned to pay any sum of money found to be a lien against such land,
up to the fair market value of the said land, said payment to be made by 12:00 noon of the
day and at the place appointed for the sale thereof. When said bond has...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/35-4-137.htm - 2K - Match Info - Similar pages
|