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7-8-108
Section 7-8-108 Warranties in direct holding. (a) A person who transfers a certificated security
to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by
indorsement, warrants to any subsequent purchaser, that: (1) the certificate is genuine and
has not been materially altered; (2) the transferor or indorser does not know of any fact
that might impair the validity of the security; (3) there is no adverse claim to the security;
(4) the transfer does not violate any restriction on transfer; (5) if the transfer is by indorsement,
the indorsement is made by an appropriate person, or if the indorsement is by an agent, the
agent has actual authority to act on behalf of the appropriate person; and (6) the transfer
is otherwise effective and rightful. (b) A person who originates an instruction for registration
of transfer of an uncertificated security to a purchaser for value warrants to the purchaser
that: (1) the instruction is made by an appropriate person,...
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7-8-407
Section 7-8-407 Authenticating trustee, transfer agent, and registrar. A person acting as authenticating
trustee, transfer agent, registrar, or other agent for an issuer in the registration of a
transfer of its securities, in the issue of new security certificates or uncertificated securities,
or in the cancellation of surrendered security certificates has the same obligation to the
holder or owner of a certificated or uncertificated security with regard to the particular
functions performed as the issuer has in regard to those functions. (Acts 1996, No. 96-742,
p. 1241, §1.)...
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10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled
to dissent from, and obtain payment of the fair value of his or her shares in the event of,
any of the following corporate actions: (1) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03
or the articles of incorporation and the shareholder is entitled to vote on the merger or
(ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation
whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation
of a sale or exchange by all, or substantially all, of the property of the corporation other
than in the usual and regular course of...
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10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-2-6.22
Section 10A-2-6.22 Liability of shareholders and subscribers. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its
creditors with respect to the shares except to pay the consideration for which the shares
were authorized to be issued or specified in the subscription agreement. (b) Neither a subscriber
nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability
incurred to it by the shareholders before notice or transfer of or levy on the shares, if
the right to a lien is provided for in the articles of incorporation and is recited conspicuously
on its certificates for shares of stock. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.22;
amended and renumbered by Act 2009-513, p. 967, §100.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.22.htm - 1K - Match Info - Similar pages
10A-30-2.03
Section 10A-30-2.03 Formation of a close corporation; applicable to corporations formed as
close corporations before January 1, 1995. A close corporation which was formed in accordance
with former Sections 10-2A-90 through 10-2A-96 must have been authorized by the affirmative
vote of all holders of and subscribers to shares of the corporation, and: (1) The certificate
of formation contains a heading stating the name of the corporation and that it is a close
corporation; and (2) The certificate of formation contains the provisions required by Section
10A-30-2.02; and (3) Each certificate for shares conspicuously notes the fact that the corporation
is a close corporation and make reference to the restriction on transfer of shares set forth
in the certificate of formation. (Acts 1980, No. 80-633, p. 1094, §163; §10-2A-302; amended
and renumbered by Act 2009-513, p. 967, §372; Act 2019-94, §2.)...
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33-5-16
Section 33-5-16 Certificates of registration and numbers generally - Transfer of interest or
destruction or abandonment of vessel; change of address; duplicate registration certificates.
(a) The owner shall furnish the Department of Conservation and Natural Resources notice of
the transfer of all or any part of his or her interest other than the creation of a security
interest in a vessel numbered in this state pursuant to this article or of the destruction
or abandonment of such vessel within 15 days thereof. Such transfer, destruction, or abandonment
shall terminate the certificate for such vessel; except, that in the case of a transfer of
a part interest which does not affect the owner's right to operate such vessel, such transfer
shall not terminate the certificate. (b) Any holder of a certificate shall notify the Department
of Conservation and Natural Resources within 15 days if his or her address no longer conforms
to the address appearing on the certificate and shall, as a part...
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5-5A-44
Section 5-5A-44 Acquisition of majority of voting shares of a bank; procedure. (a) No person,
acting directly or indirectly or through or in concert with one or more persons, may acquire
control of a state bank or of any corporation or other entity having control of a state bank,
unless an application is filed with the superintendent for review of the proposed transaction
and for his or her action, if any, as provided in this section. (b) The application shall
be on a form prescribed by the superintendent and shall be made under oath. The application
must contain all information that the superintendent by regulation requires to be furnished
in an application, as well as any information that the superintendent orders to be included
in the particular application being filed and shall be accompanied by the filing fee prescribed
by the Banking Board. For the purposes of this section, the Banking Board may reduce or waive
any prescribed fees for applications where a change of control...
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10A-2-13.28
Section 10A-2-13.28 Procedure if shareholder dissatisfied with offer to payment. REPEALED IN
THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A dissenter may notify the corporation in writing of his or her own estimate
of the fair value of his or her shares and amount of interest due, and demand payment of his
or her estimate, or reject the corporation's offer under Section 10A-2-13.25 and demand payment
of the fair value of his or her shares and interest due, if: (1) The dissenter believes that
the amount offered under Section 10A-2-13.25 is less than the fair value of his or her shares
or that the interest due is incorrectly calculated; (2) The corporation fails to make an offer
under Section 10A-2-13.25 within 60 days after the date set for demanding payment; or (3)
The corporation, having failed to take the proposed action, does not release the transfer
restrictions imposed on shares within 60 days after the date set...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.28.htm - 1K - Match Info - Similar pages
10A-2-6.04
Section 10A-2-6.04 Fractional shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation may: (1) Issue
fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition
of fractional shares by the shareholders; (3) Issue scrip in registered or bearer form entitling
the holder to receive a full share upon surrendering enough scrip to equal a full share. (b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must
contain the information required by Section 10A-1-3.42(c). (c) The holder of a fractional
share is entitled to exercise the rights of a shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the corporation upon liquidation. The
holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip...
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