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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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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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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation
is entitled to inspect and copy, during regular business hours at the corporation's principal
office, any of the records of the corporation described in Section 10A-2A-16.01(a),
excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation's
board of directors and board committees established under Section 10A-2A-8.25, if the
stockholder gives the corporation a signed written notice of the stockholder's demand at least
five business days before the date on which the stockholder wishes to inspect and copy. (b)
A stockholder of a corporation is entitled to inspect and copy, during regular business hours
at a reasonable location specified by the corporation, any of the following records of the
corporation if the stockholder meets the requirements of subsection (c) and gives the corporation
a signed written notice of the stockholder's demand at least five...
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27-29-3
Section 27-29-3 Acquisition of control of, or merger with, domestic insurers. (a)(1)
No person other than the issuer shall make a tender offer for or a request or invitation for
tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire
in the open market any voting security of a domestic insurer if, after the consummation thereof,
such person would, directly or indirectly, or by conversion or by exercise of any right to
acquire, be in control of such insurer, and no person shall enter into an agreement to merge
with or otherwise to acquire control of a domestic insurer, or any person controlling a domestic
insurer unless, at the time any such offer, request, or invitation is made or any such agreement
is entered into, or prior to the acquisition of such securities if no offer or agreement is
involved such person has filed with the commissioner and has sent to such insurer a statement
containing the information required by this section and such...
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27-31A-3.1
Section 27-31A-3.1 Risk retention groups to comply with governance standards. (a) By
January 1, 2016, existing risk retention groups shall be in compliance with the governance
standards set forth in this section. New risk retention groups shall be in compliance
with these standards at the time of licensure. (b) The board of directors or board, as used
in this section, means the governing body of the risk retention group elected by the
shareholders or members to establish policy, elect or appoint officers and committees, and
make other governing decisions. Director, as used in this section, means a natural
person designated in the articles of the risk retention group, or designated, elected, or
appointed by any other manner, name, or title to act as a member of the board of directors.
(c)(1) The board of directors of the risk retention group shall have a majority of independent
directors. If the risk retention group is a reciprocal, then the attorney-in-fact would be
required to adhere...
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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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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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37-11A-1
Section 37-11A-1 Execution and text of compact. The Governor, on behalf of this state,
shall execute a compact, in substantially the following form, with the State of Mississippi,
and the Legislature approves and ratifies the compact in the form substantially as follows:
Northeast Mississippi - Northwest Alabama Railroad Authority Compact. The contracting states
solemnly agree: Article I. The purpose of this compact is to promote and develop trade, commerce,
industry, and employment opportunities for the public good and welfare in northeast Mississippi
and northwest Alabama through the establishment of a joint interstate authority to acquire
certain railroad properties and facilities which the operator thereof has notified the Interstate
Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion,
or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi. Article II.
This compact shall become effective immediately as to the State...
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11-65-2
Section 11-65-2 Definitions. (a) The following words and phrases used in this chapter,
and others evidently intended as the equivalent thereof, shall, unless the context clearly
indicates otherwise, have the following respective meanings: (1) ALABAMA-BRED. When this term
is used with reference to a horse, it means a horse which is registered in the registry designated
and administered by a commission in accordance with such rules concerning domicile and registration
requirements as may be established by such commission and which is either (i) foaled from
a mare domiciled in the state during the 10-year period beginning with January 1, 1991, or
(ii) sired by an Alabama stallion and foaled from a mare domiciled in the state at any time
after the expiration of such 10-year period. (2) ALABAMA STALLION. A stallion which is standing
in the state at the time he is bred to the dam of an Alabama-bred horse, which is registered
with a commission, and which is owned or leased by a resident of...
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