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10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange,
or other disposition of assets, other than a disposition described in Section 10A-2A-12.01,
requires approval of the corporation's stockholders if the disposition would leave the corporation
without a significant continuing business activity. A corporation will conclusively be deemed
to have retained a significant continuing business activity if it retains a business activity
that represented, for the corporation and its subsidiaries on a consolidated basis, at least
(i) 25 percent of total assets at the end of the most recently completed fiscal year, and
(ii) either 25 percent of either income from continuing operations before taxes or 25 percent
of revenues from continuing operations, in each case for the most recently completed fiscal
year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors
shall first adopt a resolution authorizing the disposition....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-12.02.htm - 4K - Match Info - Similar pages
10A-2A-9.15
Section 10A-2A-9.15 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization remain vested in the converted organization
without transfer, reversion, or impairment, and the title to any property vested by deed or
otherwise in the converting organization shall not revert or be in any way impaired by reason
of the conversion; (2) all debts, obligations, or other liabilities of the converting organization
continue as debts, obligations, or other liabilities of the converted organization and neither
the rights of creditors, nor the liens upon the property of the converting organization shall
be impaired by the conversion; (3) an action or proceeding pending by or against the converting
organization continues as if the conversion had not occurred and the name of the converted
organization may, but need not, be substituted for the name of the converting organization
in any pending action or proceeding; (4) except as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.15.htm - 5K - Match Info - Similar pages
27-28-2
Section 27-28-2 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Procedure for exchange. A plan of exchange shall be adopted and become effective
in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors
of each corporate party to the plan of exchange by resolution shall adopt the plan of exchange
which shall set forth the terms and conditions of the exchange and the mode of carrying the
same into effect and such other provisions with respect to the exchange as may be deemed necessary
or desirable. (2) APPROVAL OF COMMISSIONER. - Every plan of exchange, before being submitted
to vote of the stockholders pursuant to subdivision (3) of this section, shall be submitted
for approval to the commissioner in accordance with the following procedure: a. After the
approval required by subdivision (1) of this section is obtained, the domestic company shall
submit to the commissioner three copies of the plan of exchange and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-2.htm - 13K - Match Info - Similar pages
45-5-141.20
dues. Each benevolent request application shall be reviewed on an annual basis by the board
of trustees. (m) The district formed under this section shall constitute a nonprofit public
corporation, which shall have the power to do any and all acts or things necessary and convenient
for carrying out the purposes for which it is created, including, but not limited to, the
following: (1) To have a seal and alter the seal at pleasure. (2) To acquire, hold, and dispose
of property, real and personal, tangible and intangible, or interest therein and pay
therefor in cash or on credit, and to secure and procure payment for all or any part of the
purchase price thereof on such terms and conditions as the board shall determine. (3) To negotiate
and enter into contract with residents, businesses, or churches in areas outside the district,
including areas outside the county, or with other districts to furnish fire or emergency medical
services, or both, and to charge fees for the service. (4)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-5-141.20.htm - 16K - Match Info - Similar pages
25-14-3
Section 25-14-3 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) ADMINISTRATIVE FEE. The fee charged to a client by a professional employer organization
for professional employer services. The term does not include any amount of a fee by the professional
employer organization that is for wages and salaries, benefits, workers' compensation, payroll
taxes, withholding, or other assessments paid by the professional employer organization to
or on behalf of covered employees under the professional employer agreement. (2) CLIENT. A
person or entity that enters into a professional employer agreement with a professional employer
organization, including a worksite employer. (3) CONTROLLING PERSON. Any of the following:
a. An officer or director of a corporation operating as a professional employer organization,
a shareholder holding 25 percent or more of the voting stock of a corporation operating as
a professional employer organization, or a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/25-14-3.htm - 6K - Match Info - Similar pages
34-1A-7
Section 34-1A-7 Licenses - Required. (a) Effective January 1, 1998, it shall be unlawful for
any person or business entity to engage in a business regulated by this chapter in this state
without a current valid license or in violation of this chapter and applicable rules and regulations
of the board. (b) Effective January 1, 1998, it shall be unlawful for a person or business
entity not licensed under this chapter to advertise or hold out to the public that he or she
is a licensee of the board. (c) Any person or business entity who violates this chapter or
any order, rule, or regulation of the board shall be guilty of a Class A misdemeanor, and
for each offense for which he or she is convicted shall be punished as provided by law. (d)
Effective January 1, 1998, it shall constitute a Class A misdemeanor to willfully or intentionally
do any of the following: (1) Obliterate the serial number on an alarm system for the purpose
of falsifying service reports. (2) Knowingly and deliberately...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-1A-7.htm - 7K - Match Info - Similar pages
45-13-120
Section 45-13-120 Compensation; election; oath and bond; office space, equipment; chief clerk;
powers and duties; issuance of licenses; disposition of funds. (a)(1) Effective October 1,
1991, there is hereby created the office of commissioner of licenses. The salary of the commissioner
of licenses shall be in the amount of thirty-six thousand dollars ($36,000) annually. The
annual salary shall be payable in equal biweekly installments from the general funds of the
county, as all other county employees are paid. (2) The office of commissioner of licenses
shall be established upon the occurrence of a vacancy before October 1, 1991, in either the
office of tax assessor or tax collector, then, in that event, the officer remaining after
the office of revenue commissioner is established, shall be the license commissioner for the
remainder of the unexpired term for which he or she was elected as either tax assessor or
as tax collector, as the case may be, and the license commissioner shall be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-13-120.htm - 16K - Match Info - Similar pages
8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-6-2.htm - 11K - Match Info - Similar pages
8-6-8
Section 8-6-8 Registration of securities - Registration statement; conditions precedent; bond;
notice of action; fees; quarterly reports and financial statements; discharge from supervision.
(a) A registration statement on securities may be filed by the issuer, any other person on
whose behalf the offering is to be made, or a registered dealer. Any document filed under
this article within five years preceding the filing of a registration statement may be incorporated
by reference in the registration statement to the extent that the document is currently accurate.
The commission may permit, by rule or otherwise, the omission of any item of information or
document from any registration statement. (b) The Securities Commission may require as a condition
of registration by qualification or coordination that: (1) proceeds from the sale of the registered
security be impounded until the issuer receives a specified amount, or (2) any security issued
within the past three years, or to be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-6-8.htm - 8K - Match Info - Similar pages
9-16-72
commission and this article. (5) IMMINENT DANGER TO THE HEALTH AND SAFETY OF THE PUBLIC. The
existence of any condition or practice, or any violation of a permit or other requirement
of this article in a surface coal mining and reclamation operation, which condition, practice,
or violation could reasonably be expected to cause substantial physical harm to persons outside
the permit area before such condition, practice, or violation can be abated. A reasonable
expectation of death or serious injury before abatement exists if a rational person,
subjected to the same conditions or practices giving rise to the peril, would not expose himself
or herself to the danger during the time necessary for abatement. (6) LICENSE. An authorization
issued pursuant to Section 9-16-81 which identifies persons eligible to conduct surface coal
mining and reclamation operations. (7) OPERATOR. Any person conducting surface coal mining
and reclamation operations and includes permittees and their...
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