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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...
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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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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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40-18-1
Section 40-18-1 Definitions. For the purpose of this chapter, the following terms shall
have the respective meanings ascribed by this section: (1) ADVANCED FOSSIL-BASED GENERATION.
The production of electricity from fossil-based generation with the use of technology or efficiency
improvements to control or reduce carbon emissions, including but not limited to, technologies
described in 26 U.S.C. § 48A(f), as such provision existed on December 31, 2007. (2) ALTERNATIVE
ENERGY RESOURCES. Coal gasification or liquefaction, nuclear, and advanced fossil-based generation.
(3) BIOMASS. Animals and plants, and the waste, by-products, or derivatives of either, including,
but not limited to, the materials described in 26 U.S.C. §§ 45(c)(2), 45(c)(3), 45K(c)(3),
or 48B(c)(4). (4) BUSINESS TRUST. Any entity which is a business trust for federal income
tax purposes. (5) CAPTIVE REIT. Any REIT whose shares or certificates of beneficial interest
are not regularly traded on an established...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger
has been adopted and approved as required by this article, then a statement of merger shall
be signed by each party to the merger except as provided in Section 10A-2A-11.05(a).
The statement of merger must set forth: (1) the name, type of organization, and mailing address
of the principal office of each constituent organization, the jurisdiction of the governing
statute of each constituent organization, and the respective unique identifying number or
other designation as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving
organization, the unique identifying number or other designation as assigned by the Secretary
of State, if any, of the surviving organization, the jurisdiction of the governing statute
of the surviving organization, and, if the surviving organization is created...
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10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal
rights, and to obtain payment of the fair value of that stockholder's stock, in the event
of any of the following corporate actions: (1) consummation of a merger to which the corporation
is a party (i) if the corporation is a subsidiary and the merger is governed by Section
10A-2A-11.05 or (ii) if stockholder approval is required for the merger by Section
10A-2A-11.04, or would be required but for the provisions of Section 10A-2A-11.04(j),
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to stock of any class or series that remain outstanding after consummation of
the merger; (2) consummation of a stock exchange to which the corporation is a party the stock
of which will be acquired, except that appraisal rights shall not be available to any stockholder
of the corporation with respect to any class or series of stock of the corporation that is
not...
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27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have
the following meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY.
Any company in the same corporate system as a parent, an industrial insured, or a member organization
by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE
COMPANY. Any insurance company formed to write insurance business for its parents and affiliates
and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory
standards in a form acceptable to the commissioner on companies transacting the business of
insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations,
limited liability companies, partnerships, associations, or other entities whereby either
of the following exists: a. The member organizations of which, or the association itself,
whether or not in conjunction with some or all of the...
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35-8A-103
Section 35-8A-103 Definitions. In the declaration and bylaws, unless specifically provided
otherwise or the context otherwise requires, and in this chapter, the following terms are
defined as set forth below: (1) AFFILIATE OF A DECLARANT. Any person who controls, is controlled
by, or is under common control with a declarant. A person "controls" a declarant
if the person (i) is a general partner, officer, director, or employer of the declarant, (ii)
directly or indirectly or acting in concert with one or more other persons, or through one
or more subsidiaries, owns, controls, holds with power to vote, or holds proxies representing
more than 20 percent of the voting interest in the declarant, (iii) controls in any manner
the election of a majority of the directors of the declarant, or (iv) has contributed more
than 20 percent of the capital of the declarant. A person "is controlled by" a declarant
if the declarant (i) is a general partner, officer, director, or employer of the person,...
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10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent
organizations pursuant to this article, and a plan of merger, if: (1) the governing statute
of each of the other organizations authorizes the merger; (2) the merger is not prohibited
by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of
the other organizations complies with its governing statute in effecting the merger. (b) A
plan of merger must be in writing and must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other...
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9-16-81
Section 9-16-81 Licenses required; application; qualifications; fees. (a) All surface
coal mining operations shall be subject to this article, except as excluded in Section
9-16-99. (b) No person shall engage in or carry out on lands within the state any surface
coal mining operations unless such person is a citizen of the United States or, if not a citizen
of the United States, a person who is legally present in the United States with appropriate
documentation from the federal government and has first obtained a license in accordance with
this section. The term of a license shall be continuous and shall authorize the licensee,
subject to the other provisions of this article, to engage in surface coal mining operations
unless the license shall be suspended or revoked in accordance with this article. Suspension,
revocation, or subcontracting shall in no way relieve the licensee of his or her obligation
to comply with the reclamation requirement of this article. (c) An applicant for a...
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43-8-1
Section 43-8-1 General definitions. Subject to additional definitions contained in the
subsequent articles which are applicable to specific articles or divisions, and unless the
context otherwise requires, in this chapter, the following words shall have the following
meanings: (1) BENEFICIARY. As it relates to trust beneficiaries, includes a person who has
any present or future interest, vested or contingent, and also includes the owner of an interest
by assignment or other transfer and as it relates to a charitable trust, includes any person
entitled to enforce the trust. (2) CHILD. Includes any individual entitled to take as a child
under this chapter by intestate succession from the parent whose relationship is involved
and excludes any person who is only a stepchild, a foster child, a grandchild or any more
remote descendant. (3) COURT. The court having jurisdiction in matters relating to the affairs
of decedents. This court in Alabama is known as the probate court. (4) DAYS. That...
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