10A-2-6.40
Section 10A-2-6.40 Distributions to shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A board
of directors may authorize and the corporation may make distributions subject to restriction
by the articles of incorporation and the limitation in subsection (c). (b) If the board of
directors does not fix the record date for determining shareholders entitled to a distribution
other than one involving a repurchase or reacquisition of shares, it is the date the board
of directors authorizes the distribution. (c) No distribution may be made if, after giving
it effect: (1) The corporation would not be able to pay its debts as they become due in the
usual course of business; or (2) The corporation's total assets would be less than the sum
of its total liabilities plus, unless the articles of incorporation permit otherwise, the
amount that would be needed, if the corporation were to be dissolved at the time...
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10A-2A-6.40
Section 10A-2A-6.40 Distributions to stockholders. (a) The board of directors may authorize
and the corporation may make distributions to its stockholders subject to restriction by the
certificate of incorporation and the limitation in subsection (c). (b) The board of directors
may fix the record date for determining stockholders entitled to a distribution, which date
may not be retroactive. If the board of directors does not fix a record date for determining
stockholders entitled to a distribution (other than one involving a purchase, redemption,
or other acquisition of the corporation's stock), the record date is the date the board of
directors authorizes the distribution. (c) No distribution may be made if, after giving it
effect: (1) the corporation would not be able to pay its debts as they become due in the usual
course of business; or (2) the corporation's total assets would be less than the sum of its
total liabilities plus (unless the certificate of incorporation permits...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu 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) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares
listed on a national securities exchange or regularly traded in a market maintained by one
or more members of a national or affiliated securities association, the corporation may elect
or, if it fails to elect, one or more shareholders may elect to purchase all shares owned
by the petitioning shareholder at the fair value of the shares. An election pursuant to this
section shall be irrevocable unless the court determines that it is equitable to set aside
or modify the election. (b) An election to purchase pursuant to this section may be filed
with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2)
or at a later time as the court in its discretion may allow. If...
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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-1-8.02
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 corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger must be approved
by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit
corporation with members with voting rights, or as otherwise provided...
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8-6-11
Section 8-6-11 Registration of securities - Exempt transactions. (a) Except as hereinafter
in this section expressly provided, Sections 8-6-3 through 8-6-9 shall not apply to any of
the following transactions: (1) Any isolated nonissuer transaction, whether effected through
a dealer or not; (2) Any nonissuer transaction in an outstanding security by a registered
dealer if: a. The issuer has a class of securities subject to registration under Section 12
of the Securities Exchange Act of 1934 and has been subject to the reporting requirements
of Sections 13 or 15(d) of the Securities Exchange Act of 1934 for not less than 180 days
before the transaction; or has filed and maintained with the commission for not less than
180 days before the transaction information, in such form as the commission, by rule, specifies,
substantially comparable to the information which the issuer would be required to file under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the...
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10A-2-8.33
Section 10A-2-8.33 Liability for unlawful distributions. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30,
a director who votes for or assents to a distribution made in violation of this chapter or
the articles of incorporation is personally liable to the corporation for the amount of the
distribution that exceeds what could have been distributed without violating this chapter
or the articles of incorporation. (b) A director held liable for an unlawful distribution
under subsection (a) is entitled to contribution: (1) From every other director who voted
for or assented to the distribution without complying with the applicable standards of conduct
described in Section 10A-2-8.30, and (2) From each shareholder for the amount the shareholder
accepted knowing the distribution was made in violation of this chapter or...
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10A-2A-8.32
Section 10A-2A-8.32 Directors' liability for unlawful distributions. (a) A director who votes
for or assents to a distribution in excess of what may be authorized and made pursuant to
Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) is personally liable to the corporation
for the amount of the distribution that exceeds what could have been distributed without violating
Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) if the party asserting liability establishes
that when taking the action the director did not comply with Section 10A-2A-8.30. (b) A director
held liable under subsection (a) for an unlawful distribution is entitled to: (1) contribution
from every other director who could be held liable under subsection (a) for the unlawful distribution;
and (2) recoupment from each stockholder of the pro-rata portion of the amount of the unlawful
distribution the stockholder accepted, knowing the distribution was made in violation of Section
10A-2A-6.40(a) or Section 10A-2A-14.08(a)....
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22-23B-7
Section 22-23B-7 Purpose; issuing, selling and refunding of bonds. For the purpose of providing
funds for the authority to make loans to public bodies for a project or projects, or for the
payment of obligations incurred or temporary loans made for any of said purposes, the authority
is hereby authorized, from time to time, to issue and sell its bonds or other evidences of
indebtedness. Such bonds may be issued in one or more series; shall be in such form and denominations
and of such terms and maturities, not exceeding 30 years from the date of issue of each series;
shall bear such rate or rates of interest, payable and evidenced in such manner; may contain
such provisions for registration or for redemption prior to maturity; and may contain such
other provisions not inconsistent herewith, all as may be provided by the authorizing resolution.
As security for the payment of the principal of and interest on its bonds, the authority is
authorized to pledge, transfer and assign any...
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