10A-2A-12.01
Section 10A-2A-12.01 Disposition of assets not requiring stockholder approval. No approval of the stockholders is required, unless the certificate of incorporation otherwise provides: (a) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; (b) to mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, regardless of whether in the usual and regular course of business; (c) to transfer any or all of the corporation's assets to one or more corporations, foreign corporations, or other entities all of the stock or interests of which are owned by the corporation; or (d) to distribute assets pro rata to the holders of one or more classes or series of the corporation's stock. (Act 2019-94, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-12.01.htm - 1K - Match Info - Similar pages
10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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, a corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the good will, otherwise than in the usual and regular course of business on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. (b) For a transaction to be authorized: (1) The board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-12.02.htm - 3K - Match Info - Similar pages
10A-2-12.01
Section 10A-2-12.01 Sale of assets in regular course of business and mortgage of assets. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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, a corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or (3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation. (b) Unless the articles of incorporation require it, approval by the shareholders of a transaction...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-12.01.htm - 1K - Match Info - Similar pages
45-37-123.01
RETIREMENT BENEFIT. A benefit payable pursuant to the terms of subsection (a) of Section 45-37-123.100. (52) SYSTEM or PLAN. The General Retirement System for Employees of Jefferson County, which system or plan may sue or be sued, and in such name all of its business shall be transacted. (53) SPOUSE. The legal wife or husband of a member as determined in accordance with federal law. (54) TOTAL DISABILITY. A permanent physical or mental condition of a member resulting from bodily injury, disease, or mental disorder which renders such member incapable of continuing usual and customary employment with the county. The disability of a member shall be determined by a licensed medical advisor. (55) TRUSTEE. The pension board or the person or entity appointed by the pension board and named as trustee herein or in any separate trust forming a part of the plan, and any successors. (56) TRUST FUND. The tax-qualified trust in which certain plan funds are held, disbursed, transferred,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-123.01.htm - 27K - Match Info - Similar pages
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-6.40
Section 10A-2A-6.40 Distributions to stockholders. (a) The board of directors may authorize and the corporation may make distributions to its stockholders subject to restriction by the certificate of incorporation and the limitation in subsection (c). (b) The board of directors may fix the record date for determining stockholders entitled to a distribution, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's stock), the record date is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) the corporation would not be able to pay its debts as they become due in the usual course of business; or (2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the certificate of incorporation permits...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.40.htm - 3K - Match Info - Similar pages
10A-2-6.40
Section 10A-2-6.40 Distributions to shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A board of directors may authorize and the corporation may make distributions subject to restriction by the articles of incorporation and the limitation in subsection (c). (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution other than one involving a repurchase or reacquisition of shares, it is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.40.htm - 3K - Match Info - Similar pages
10A-20-7.04
charges for interest and service connected therewith; provided, however, that the corporation shall not approve any application for a loan unless and until the person applying for the loan shall show that the person has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution. (4) To purchase, receive, hold, lease, or otherwise acquire and to sell, convey, transfer, lease, or otherwise dispose of real and personal property, together with the rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to, any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations. (5) To acquire the goodwill, business, rights, real and personal property, and other assets, or any part thereof or interest therein, of any persons, firms, corporations, joint-stock companies, associations,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.04.htm - 4K - Match Info - Similar pages
22-21-318
properties and assets to such persons, firms, partnerships, associations or corporations and on such terms as the board deems to be appropriate, to charge and collect rent or other fees or charges therefor and to terminate any such lease or other agreement upon the failure of the lessee or other party thereto to comply with any of its obligations thereunder; (7) To receive, acquire, take and hold (whether by purchase, gift, transfer, foreclosure, lease, devise, option or otherwise) real and personal property of every description, or any interest therein, and to manage, improve and dispose of the same by any form of legal conveyance or transfer; provided however, that the authority shall not, without the prior approval of the governing body of each authorizing subdivision, have the power to dispose of (i) substantially all its assets, or (ii) any health care facilities the disposition of which would materially and significantly reduce or impair the level of hospital or health care...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-318.htm - 12K - Match Info - Similar pages
27-29-4
Section 27-29-4 Registration of insurers. (a)(1) Every insurer which is authorized to do business in this state and which is a member of an insurance holding company system shall register with the commissioner, except a foreign insurer subject to registration requirements and standards adopted by statute or regulation in the jurisdiction of its domicile which are substantially similar to those contained in this section and both of the following: a. Subdivision (1) of subsection (a) of Section 27-29-5, and subsections (b) and (d) of Section 27-29-5. b. Either subdivision (2) of subsection (a) of Section 27-29-5 or a provision such as the following: Each registered insurer shall keep current the information required to be disclosed in its registration statement by reporting all material changes or additions within 15 days after the end of the month in which it learns of each change or addition. (2) Any insurer which is subject to registration under this section shall register within 15...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-29-4.htm - 8K - Match Info - Similar pages
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