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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
solely by reason of the stockholder's capacity as a stockholder. (f) The date and time of the
effectiveness of a notice delivered in accordance with Section 10A-2A-1.41, is determined
by Section 10A-2A-1.41. (25) MEANS denotes an exhaustive definition. (26) MEMBERSHIP means
the rights of a member in a nonprofit corporation or foreign nonprofit corporation. (27) MERGER
means a transaction pursuant to Section 10A-2A-11.02. (28) ORGANIZATIONAL DOCUMENTS means
the public organic record and private organizational documents of a corporation, foreign
corporation, or eligible entity. (29) PRINCIPAL OFFICE means the office (in or out of this
state) so designated in the annual report where the principal executive offices of a corporation
or foreign corporation are located. (30) PRIVATE ORGANIZATIONAL DOCUMENTS means (i)
the bylaws of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit
corporation, or (ii) the rules, regardless of whether in writing, that govern...
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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
such bonds and notes are made payable. (11) To exercise, with respect to property located in
Alabama in the manner provided by the laws of Alabama and with respect to property located
in Mississippi in the manner provided by the laws of Mississippi, the power of eminent domain
with respect to any property, real, personal, or mixed. The authority shall not acquire by
eminent domain any real property or rights owned or held by railroads, transportation companies,
or utilities, either public or private. (12) To appoint, employ, contract with, and
provide for compensation of officers, employees, and agents, including engineers, attorneys,
consultants, fiscal advisers, and such other employees as the business of the authority may
require, including the power to fix working conditions by general rule and other conditions
of employment; and at its option to provide a system of disability pay, retirement compensation,
and pensions, or any of them; and to hire and fire servants, agents,...
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11-65-2
state, these terms, and any similar thereto, mean a racetrack at which live horse racing or
greyhound racing can be conducted for direct viewing by spectators, together with the viewing
stands, pari-mutuel wagering facilities, restaurants, and other physical facilities and improvements
that together constitute such racing facility or racetrack facility. Under no circumstances
shall the terms racing facility or racetrack facility, or any similar thereto, be construed
to refer to any public or private place of assembly or accommodation of any kind (other
than a racetrack facility where live horse racing or greyhound racing can be conducted) where
so-called "off-track betting" could be conducted. (27) SPONSORING MUNICIPALITY.
Any municipality for which a commission shall be created in accordance with the provisions
of this chapter. (28) STALLION OWNER. The owner of a stallion standing in the state at the
time he was bred to the dam of an Alabama-bred horse. (29) STATE. The State of...
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