|
10A-2A-11.08
Section 10A-2A-11.08 Abandonment of a merger or stock exchange. (a) After a plan of merger
or stock exchange has been adopted and approved as required by this Article 11, and before
the statement of merger or stock exchange has become effective, the plan may be abandoned
by a corporation that is a party to the plan without action by its stockholders in accordance
with any procedures set forth in the plan of merger or stock exchange or, if no procedures
are set forth in the plan, in the manner determined by the board of directors. (b) If a merger
or stock exchange is abandoned under subsection (a) after the statement of merger or stock
exchange has been delivered to the Secretary of State for filing but before the merger or
stock exchange has become effective, a statement of abandonment signed by all the parties
that signed the statement of merger or stock exchange shall be delivered to the Secretary
of State for filing before the statement of merger or stock exchange becomes effective....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.08.htm - 1K - Match Info - Similar pages
10A-2A-14.05
Section 10A-2A-14.05 Effect of dissolution. (a) A dissolved corporation continues its existence
as a corporation but may not carry on any business except as is 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 stockholders; (3) discharging or making
provisions for discharging its liabilities; (4) distributing its remaining property among
its stockholders according to their interests; and (5) doing every other act necessary to
wind up and liquidate its business and affairs. (b) In winding up its business and affairs,
a corporation may: (1) preserve the corporation's business and affairs and property as a going
concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether
civil, criminal, or administrative; (3) transfer the corporation's assets; (4) resolve disputes
by mediation or arbitration; (5) merge or convert in accordance with...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.05.htm - 2K - Match Info - Similar pages
10A-2A-14.10
Section 10A-2A-14.10 Grounds for judicial dissolution. (a) 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 dissolve a corporation: (1) in a proceeding by the Attorney General
if it is established that: (i) the corporation obtained its certificate of incorporation through
fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon
it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors
are deadlocked in the management of the corporate affairs, the stockholders are unable to
break the deadlock, and irreparable injury to the corporation is threatened or being suffered,
or the business and affairs of the corporation can no longer be conducted to the advantage
of the stockholders generally, because of the deadlock; (ii) the directors or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.10.htm - 3K - Match Info - Similar pages
45-49-40.17
Section 45-49-40.17 Barber school prerequisites. (a) An application for a license and approval
as a registered school or college of barbering shall contain, under oath, all of the following:
(1) The full name of the applicant. (2) The residence of the applicant, and if an association
or corporation, the same information of the members of the association and of the stockholders
and directors of the corporation. (3) The exact location where the school or college is located
or proposed to be located. (4) Whether or not the school or college is owned or leased, and
if leased, the name and residence of the owner, or if an association or corporation, the same
information of the members of the association and of the directors and stockholders thereof.
(5) Evidence that a bond in the amount of twenty-five thousand dollars ($25,000) has been
filed with the State Treasurer and made payable to the State of Alabama, conditioned upon
the faithful compliance of the barbering school or college with...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-40.17.htm - 5K - Match Info - Similar pages
10A-2A-1.43
Section 10A-2A-1.43 Qualified director. (a) A "qualified director" is a director
who, at the time action is to be taken under: (1) Section 10A-2A-2.02(b)(6), is not a director
(i) to whom the limitation or elimination of the duty of an officer to offer potential business
opportunities to the corporation would apply, or (ii) who has a material relationship with
any other person to whom the limitation or elimination would apply; (2) Section 10A-2A-7.44,
does not have (i) a material interest in the outcome of the proceeding, or (ii) a material
relationship with a person who has such an interest; (3) Section 10A-2A-8.53 or Section 10A-2A-8.55,
(i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a
director's conflicting interest transaction or who sought a disclaimer of the corporation's
interest in a business opportunity under Section 10A-2A-8.60, which transaction or disclaimer
is challenged, and (iii) does not have a material relationship with a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.43.htm - 3K - Match Info - Similar pages
27-37-2
Section 27-37-2 Assets - Exclusions. In addition to assets impliedly excluded by the provisions
of Section 27-37-1, the following expressly shall not be allowed as assets in any determination
of the financial condition of an insurer: (1) Good will, trade names, and other like intangible
assets; (2) Advances to officers, directors, and controlling stockholders, other than policy
loans, unless the same are secured by collateral satisfactory to the commissioner, and advances
to employees, agents, and other persons on personal security only; (3) Stock of such insurer
owned by it, or any equity therein, or loans secured thereby or any material proportionate
interest in such stock acquired, or held, through the ownership by such insurer of an interest
in another firm, corporation, or business unit; (4) Furniture, fixtures, furnishings, safes,
vehicles, libraries, stationery, literature, and supplies, except: a. Such personal property
as is required through foreclosure of chattel mortgages...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-37-2.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-5A-44.htm - 11K - Match Info - Similar pages
10A-2A-10.22
Section 10A-2A-10.22 Bylaw provisions relating to the election of directors. (a) Unless the
certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant to
this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or (iii) provides
for cumulative voting, a corporation may elect in its bylaws to be governed in the election
of directors as follows: (1) each vote entitled to be cast may be voted for or against up
to that number of candidates that is equal to the number of directors to be elected, or a
stockholder may indicate an abstention, but without cumulating the votes; (2) to be elected,
a nominee shall have received a plurality of the votes cast by holders of stock entitled to
vote in the election at a meeting at which a quorum is present, provided that a nominee who
is elected but receives more votes against than for election shall serve as a director for
a term that shall terminate on the date that is the earlier of (i) 90 days from the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.22.htm - 3K - Match Info - Similar pages
10A-21-2.13
Section 10A-21-2.13 Operation of railroads or canals without state and making extensions within
state by railroad, mining, manufacturing, and quarrying companies. Railroads, mining, manufacturing,
and quarrying companies may purchase, lease, or acquire in any other manner, hold and operate
a railroad or railroads or canals without this state for the purpose of making extensions
or connections, and within this state may extend their roads or may construct and operate
branch roads from any point or points on their lines and may also construct and operate second
tracks, roads, or branch roads connecting any two points on their lines. The purchase must
be made by resolution of the board of directors, which must be submitted to a meeting of the
stockholders, called for the purpose of its consideration; at the meeting the resolution must
be approved by the vote of holders of the larger amount in value of the stock, and if the
resolution is so approved, a copy thereof and of the proceedings...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-21-2.13.htm - 2K - Match Info - Similar pages
28-2-1
Section 28-2-1 Procedure for elections to determine classification of counties as wet or dry
counties; laws applicable in dry counties. (a) In every county where a majority of the electors
voting in an election, called by the Governor to determine whether Chapter 3 of this title
shall be adopted in the county, vote "Yes," Chapter 3 and all of its provisions
shall be immediately put into operation in such county, but in every county where a majority
of the electors voting in the election vote "No," Chapter 3 shall not go into effect
in such county and all laws prohibiting the manufacture and sale of alcoholic liquors or beverages
now in force and effect in Alabama shall remain in full force and effect in every such county.
For the purpose of this chapter the term "wet county" shall mean any county which
by a majority of those voting voted in the affirmative in the election provided for in this
section, and "dry counties" shall be construed to mean all counties which by a majority
of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/28-2-1.htm - 3K - Match Info - Similar pages
|