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27-61-1
Section 27-61-1 Surplus Lines Insurance Multi-State Compliance Compact. The Surplus
Lines Insurance Multi-State Compliance Compact Act is enacted into law and entered into with
all jurisdictions mutually adopting the compact in the form substantially as follows: PREAMBLE
WHEREAS, with regard to Non-Admitted Insurance policies with risk exposures located in multiple
states, the 111th United States Congress has stipulated in Title V, Subtitle B, the Non-Admitted
and Reinsurance Reform Act of 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, hereafter, the NRRA, that: (A) The placement of Non-Admitted Insurance shall be subject
to the statutory and regulatory requirements solely of the insured's Home State, and (B) Any
law, regulation, provision, or action of any State that applies or purports to apply to Non-Admitted
Insurance sold to, solicited by, or negotiated with an insured whose Home State is another
State shall be preempted with respect to such application;...
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40-23-4
Section 40-23-4 Exemptions. (a) There are exempted from the provisions of this division
and from the computation of the amount of the tax levied, assessed, or payable under this
division the following: (1) The gross proceeds of the sales of lubricating oil and gasoline
as defined in Sections 40-17-30 and 40-17-170 and the gross proceeds from those sales of lubricating
oil destined for out-of-state use which are transacted in a manner whereby an out-of-state
purchaser takes delivery of such oil at a distributor's plant within this state and transports
it out-of-state, which are otherwise taxed. (2) The gross proceeds of the sale, or sales,
of fertilizer when used for agricultural purposes. The word "fertilizer" shall not
be construed to include cottonseed meal, when not in combination with other materials. (3)
The gross proceeds of the sale, or sales, of seeds for planting purposes and baby chicks and
poults. Nothing herein shall be construed to exempt or exclude from the computation of...
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10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion
or merger under this article does not discharge any liability under Section 10A-8A-3.06,
10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner
from a converting or constituent partnership, but: (1) the provisions of this chapter pertaining
to the collection or discharge of the liability continue to apply to the liability; (2) for
the purposes of applying those provisions, the converted or surviving organization is deemed
to be the converting or constituent partnership; and (3) if a person is required to pay any
amount under this subsection: (A) the person has a right of contribution from each other person
that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred
and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03;
and (B) the contribution due from each of those persons is in proportion to the right to...
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10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A
conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04
and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner
from a converting or constituent limited partnership, but: (1) the provisions of this chapter
pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization
is deemed to be the converting or constituent limited partnership; and (3) if a person is
required to pay any amount under this subsection: (A) the person has a right of contribution
from each other person that was liable as a general partner under Section 10A-9A-4.04
when the obligation was incurred and has not been released from the obligation under Section
10A-9A-6.07; and (B) the contribution due from each of those persons is in...
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10A-2-11.07
Section 10A-2-11.07 Merger or share exchange with foreign corporation. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, one or more foreign corporations may merge or enter
into a share exchange with one or more domestic corporations if: (1) In a merger, the merger
is permitted by the law of the state or country under whose law each foreign corporation is
incorporated and each foreign corporation complies with that law in effecting the merger;
(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation,
whether or not a share exchange is permitted by the law of the state or country under whose
law the acquiring corporation is incorporated; (3) The foreign corporation complies with Section
10A-2-11.05 if it is the surviving corporation of the merger or acquiring...
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10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1)
"Affiliate" means a person that directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with another person or is a senior
executive of that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed
to be an affiliate of its senior executives. (2) "Corporation" means the corporation
that is the issuer of the stock held by a stockholder demanding appraisal and, for matters
covered in Section 10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving
organization of a merger. (3) "Fair value" means the value of the corporation's
stock determined: (i) immediately before the effectiveness of the corporate action to which
the stockholder objects; (ii) using customary and current valuation concepts and techniques
generally employed for similar businesses in the context of the transaction requiring appraisal;
and (iii) without...
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27-27-45
Section 27-27-45 Merger and consolidations - Domestic stock insurers. (a) A domestic
stock insurer may merge or consolidate with one or more domestic or foreign stock insurers
by complying with the applicable provisions of the statutes of this state governing the merger
or consolidation of stock corporations formed for profit, but subject to subsections (b) and
(c) of this section. (b) No such merger or consolidation shall be effectuated unless
in advance thereof the plan and agreement therefor have been filed with the commissioner and
approved in writing by him after a hearing thereon. The commissioner shall give such approval
within a reasonable time after such filing unless he finds such plan or agreement: (1) Is
contrary to law; (2) Inequitable to the stockholders of any domestic insurer involved; or
(3) Would substantially reduce the security of, and service to be rendered to, policyholders
of the domestic insurer in this state or elsewhere. (c) No director, officer, agent, or...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN
THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited
liability company is merging under this chapter, the domestic limited liability company or
other business entity surviving or resulting from the merger shall file articles of merger
in the Office of the Secretary of State. If a domestic limited liability company is filing
the articles of merger, the articles of merger shall be signed by at least one member of the
domestic limited liability company, and if another business entity is filing the articles
of merger, the articles of merger shall be signed by a person authorized by the other business
entity. The articles of merger shall state all of the following: (1) The name, jurisdiction,
and date of formation or organization of each of the domestic limited liability companies
or other business entities that are to merge. (2) That an agreement of merger has been...
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37-6-14
Section 37-6-14 Merger generally. Any one or more cooperatives, each of which is hereinafter
designated a "merging cooperative," may merge into another cooperative, hereinafter
designated the "surviving cooperative," by complying with the following requirements:
The proposition for the merger of the merging cooperatives into the surviving cooperative
and proposed articles of merger to give effect thereto shall be first approved by the board
of trustees of each merging cooperative and by the board of trustees of the surviving cooperative.
The proposed articles of merger shall recite in the caption that they are executed pursuant
to this chapter and shall state: The name of each merging cooperative, the address of its
principal office and the date of the filing of its articles of incorporation in the Office
of the Secretary of State; the name of the surviving cooperative and the address of its principal
office; a statement that the merging cooperatives elect to be merged into the...
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