10A-2A-11.04
permitted by Section 10A-2A-10.05, its certificate of incorporation will not be changed; and (3) each stockholder of the corporation whose stock was outstanding immediately before the effective date of the merger or stock exchange will hold the same number of shares of stock, with identical preferences, rights and limitations, immediately after the effective date of the merger. (i) If as a result of a merger or stock exchange one or more stockholders of a corporation will have new personal liability with respect to the surviving organization or the acquiring entity, approval of the plan of merger or stock exchange will be ineffective without the consent to the plan of merger or stock exchange of the stockholder who will have new personal liability. A stockholder does not give consent required in this subsection (i) merely by consenting to a provision in the certification of incorporation, the bylaws, or an agreement of the stockholders, that allows for a plan of merger or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
10A-10-1.09
(4) Make contracts, incur liabilities, and borrow money. (5) Sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all or any part of its assets. (6) Issue bonds, notes, and other obligations, and secure them by mortgage or deed of trust of all or any part of its assets. (7) Subject to Section 10A-10-1.10, acquire by purchase, or in any other manner, take, receive, own, hold, use, employ, improve, encumber, and otherwise deal with any interest in real and personal property, wherever located. (8) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and deal with: a. Securities, shares, and other interests in any obligations of domestic and foreign corporations, other real estate investment trusts, associations, partnerships, and individuals. b. Direct and indirect obligations of the United States, any other government, state, territory, government district,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.09.htm - 3K - Match Info - Similar pages
10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended or restated. In the case of a foreign limited liability company, the term includes all documents serving a similar function that are required to be filed to form the limited liability company in the state or other jurisdiction where it is organized. The term articles of organization as used in this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation shall be deemed to include articles of organization, and vice-versa. Together with the operating agreement, the articles of organization or certificate of formation of a limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.02.htm - 3K - Match Info - Similar pages
27-2B-2
Section 27-2B-2 Definitions. As used in this chapter, these terms shall have the following meanings: (1) ADJUSTED RBC REPORT. An RBC report which has been adjusted by the commissioner in accordance with subsection (e) of Section 27-2B-3. (2) CORRECTIVE ORDER. An order issued by the commissioner specifying corrective actions which the commissioner has determined are required. (3) DOMESTIC INSURER. Any insurer domiciled in this state. (4) FOREIGN INSURER. Any insurer which is licensed to do business in this state but not domiciled in this state. (5) FRATERNAL BENEFIT SOCIETY. Any insurer licensed under Chapter 34. (6) HEALTH ORGANIZATION. Any health care service plan, health maintenance organization, limited health service organization, dental services corporation, or other managed care organization licensed under this title. This term does not include any life and disability insurer or property and casualty insurer. (7) INSURER. As defined in Section 27-1-2, including, without...
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31-13-3
employment, or of any employee, including any person or entity employing any person for hire within the State of Alabama, including a public employer. This term shall not include the occupant of a household contracting with another person to perform casual domestic labor within the household. (6) EMPLOYMENT. The act of employing or state of being employed, engaged, or hired to perform work or service of any kind or character within the State of Alabama, including any job, task, work, labor, personal services, or any other activity for which compensation is provided, expected, or due, including, but not limited to, all activities conducted by a business entity or employer. This term shall not include casual domestic labor performed in a household on behalf of the occupant of the household or the relationship between a contractor and the employees of a subcontractor performing work for the contractor. (7) E-VERIFY. The electronic verification of federal employment authorization program...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/31-13-3.htm - 7K - Match Info - Similar pages
10A-2A-11.07
Section 10A-2A-11.07 Effect of merger or stock exchange. (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 liabilities of the surviving organization, and neither...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.07.htm - 5K - Match Info - Similar pages
28-4-1
Section 28-4-1 Definitions. When used in this chapter, the following words and phrases shall have the following meanings, respectively, unless the context clearly indicates otherwise: (1) BREWER. Every person, firm, association or corporation that manufactures fermented liquors of any name or description from malt, wholly or in part, or from any substitute therefor. (2) DISTILLER. Every person, firm, association or corporation that produces distilled spirits or who brews or makes mash, wort or wash fit for distillation or for the production of spirits or who, by any process of evaporation, separates alcoholic spirits from any fermented substance or who, making or keeping mash, wort or wash, has also in possession or use a still. (3) LIQUOR NUISANCES. a. Any rooms or structures used for the unlawful manufacture, sale, furnishing, distilling, rectifying, brewing or keeping of liquors or beverages that are prohibited by the laws of Alabama to be manufactured, sold or otherwise disposed of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/28-4-1.htm - 6K - Match Info - Similar pages
5-13B-2
Section 5-13B-2 Definitions. For purposes of this article: (a) "Acquire" means: (1) For a company to merge or consolidate with a bank holding company; (2) For a company to assume direct or indirect ownership or control of: (I) More than 25 percent of any class of voting shares of a bank holding company or a bank, if the acquiring company was not a bank holding company prior to such acquisition; (II) More than five percent of any class of voting shares of a bank holding company or a bank, if the acquiring company was a bank holding company prior to such acquisition; or (III) All or substantially all of the assets of a bank holding company or a bank; or (3) For a company to take any other action that results in the direct or indirect acquisition of control by such company of a bank holding company or a bank; however, formation of a de novo bank pursuant to Chapter 5A of this title is not an acquisition for purposes of this article. (b) "Affiliate" has the meaning set forth in Section...
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11-81-246
Section 11-81-246 Assessment lien; enforcement. (a) An assessment under this article and any interest or penalties on the assessment: (1) Is a lien against the real property on which the assessment is imposed from the date on which the notice of contractual assessment is recorded. (2) Subject to the requirement in Section 11-81-245(a)(1) to obtain and record in the proper recording office an executed consent and subordination agreement from existing mortgagees and other lienholders, has the same priority status as a lien for any other ad valorem or non-ad valorem tax. (3) Is a lien that runs with the real property, and the portion of the assessment under the assessment contract that has not yet become due is not eliminated by foreclosure of a property tax lien. (b) The assessment lien may be enforced by the local government in the same manner that an ad valorem or non-ad valorem tax lien against real property may be enforced by the local government with all redemption rights provided...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-81-246.htm - 2K - Match Info - Similar pages
37-6-3
pledge, or otherwise dispose of or encumber electric transmission and distribution lines or systems, electric generating plants, electric refrigeration plants, water lines, sanitary sewer lines, water systems, and sanitary sewer systems, television reception equipment through the use of television program decryption equipment and subscriber owned, leased, or rented satellite dishes, lands, buildings, structures, dams, plants, and equipment and any and all kinds and classes of real or personal property whatsoever, which shall be deemed necessary, convenient or appropriate to accomplish the purpose for which the cooperative was organized or in which it subsequently lawfully engages. Electric generating plants, transmission, and distribution lines or systems as referred to in this section shall include any arrangement or agreement for the purchase, exchange, or transmission of electric power, capacity or energy, whether sole or as joint owner of all or any part in common with one...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-3.htm - 19K - Match Info - Similar pages
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