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10A-5A-10.05
Section 10A-5A-10.05 Merger. (a) A limited liability company may merge with one or more other
constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A-10.08,
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...
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10A-8A-9.06
Section 10A-8A-9.06 Merger. (a) A partnership may merge with one or more other constituent
organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, 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 numbers or other designations 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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.06.htm - 2K - Match Info - Similar pages
10A-9A-10.06
Section 10A-9A-10.06 Merger. (a) A limited partnership may merge with one or more other constituent
organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, 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 numbers or other designations 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.06.htm - 2K - Match Info - Similar pages
10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the
board of directors if shareholder approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of merger or share exchange setting
forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required,
a statement to that effect; (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required: (i) The designation, number of outstanding
shares, and number of votes entitled to be cast by each voting group entitled to vote separately
on the plan as to each corporation; and (ii) Either the total number of votes cast for and
against the plan by each voting group entitled to vote...
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10A-2-13.01
Section 10A-2-13.01 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate action"
means the filing of articles of merger or share exchange by the judge of probate or Secretary
of State, or other action giving legal effect to a transaction that is the subject of dissenters'
rights. (2) "Corporation" means the issuer of shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or share exchange
of that issuer. (3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner
required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair Value," with respect
to a dissenter's shares, means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding any appreciation or depreciation
in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.01.htm - 2K - Match Info - Similar pages
10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
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27-60-2
committees as its bylaws may provide for the carrying out of its functions. 4. Corporate records
of the commission. The commission shall maintain its corporate books and records in accordance
with the bylaws. 5. Qualified immunity, defense, and indemnification. a. The members, officers,
executive director, employees, and representatives of the commission shall be immune from
suit and liability, either personally or in their official capacity, for any claim for damage
to or loss of property or personal injury or other civil liability caused by
or arising out of any actual or alleged act, error, or omission that occurred, or that the
person against whom the claim is made had a reasonable basis for believing occurred within
the scope of commission employment, duties, or responsibilities. Nothing in this paragraph
shall be construed to protect any such person from suit or liability, or both, for any damage,
loss, injury, or liability caused by the intentional or willful and wanton...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-60-2.htm - 45K - Match Info - Similar pages
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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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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8-6-3
Section 8-6-3 Registration and bonds of dealers, agents, investment advisers, etc. (a) It is
unlawful for any person to transact business in this state as a dealer or agent for securities
unless he or she is registered under this article. It is unlawful for any dealer or issuer
to employ an agent unless the agent is registered. (b) It is unlawful for any person to transact
business in this state as an investment adviser or as an investment adviser representative
unless: (1) He or she is so registered under this article; (2) His or her only clients in
this state are investment companies as defined in the Investment Company Act of 1940, other
investment advisers, broker-dealers, banks, trust companies, savings and loan associations,
insurance companies, employee benefit plans with assets of not less than $1,000,000, and governmental
agencies or instrumentalities, whether acting for themselves or as trustees with investment
control, or other institutional investors as are designated by...
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