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10A-2A-11.03
Section 10A-2A-11.03 Stock exchange. (a) By complying with this Article 11: (1) a corporation
may acquire all of the stock of one or more classes or series of stock, of another corporation
or foreign corporation, in exchange for stock or other securities, obligations, rights to
acquire stock or other securities, cash, other property, or any combination of the foregoing,
pursuant to a plan of stock exchange; or (2) all of the stock of one or more classes or series
of stock of a corporation may be acquired by another corporation or foreign corporation, in
exchange for stock or other securities, obligations, rights to acquire stock or other securities,
cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange.
(b) A foreign corporation may be the acquired entity in a stock exchange only if the stock
exchange is permitted by the governing statute of that foreign corporation. (c) The plan of
stock exchange must include: (1) the name of each corporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.03.htm - 3K - Match Info - Similar pages
10A-2A-6.03
Section 10A-2A-6.03 Issued and outstanding stock. (a) A corporation may issue the number of
shares of stock of each class or series authorized by the certificate of incorporation. Stock
that is issued is outstanding stock until it is reacquired, redeemed, converted, or cancelled.
(b) The reacquisition, redemption, or conversion of outstanding stock is subject to the limitations
of subsection (c) and to Section 10A-2A-6.40. (c) At all times that stock of the corporation
is outstanding, one or more shares of stock that together have full voting rights and one
or more shares of stock that together are entitled to receive the net assets of the corporation
upon dissolution must be outstanding. (Act 2019-94, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.03.htm - 1K - Match Info - Similar pages
10A-2A-13.31
Section 10A-2A-13.31 Court costs and expenses. (a) The court in an appraisal proceeding commenced
under Section 10A-2A-13.30 shall determine all court costs of the proceeding, including the
reasonable compensation and expenses of appraisers appointed by the court. The court shall
assess the court costs against the corporation, except that the court may assess court costs
against all or some of the stockholders demanding appraisal, in amounts which the court finds
equitable, to the extent the court finds the stockholders acted arbitrarily, vexatiously,
or not in good faith with respect to the rights provided by this article. (b) The court in
an appraisal proceeding may also assess the expenses of the respective parties in amounts
the court finds equitable: (1) against the corporation and in favor of any or all stockholders
demanding appraisal if the court finds the corporation did not substantially comply with the
requirements of Section 10A-2A-13.20, Section 10A-2A-13.22, Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.31.htm - 2K - Match Info - Similar pages
10A-2A-7.05
Section 10A-2A-7.05 Notice of meeting. (a) A corporation shall notify stockholders of the place,
if any, date, and time of each annual and special stockholders' meeting no fewer than 10 nor
more than 60 days before the meeting date. If the board of directors has authorized participation
by means of remote communication pursuant to Section 10A-2A-7.09 for holders of any class
or series of stock, the notice to the holders of that class or series of stock must describe
the means of remote communication to be used. The notice must include the record date for
determining the stockholders entitled to vote at the meeting, if that date is different from
the record date for determining stockholders entitled to notice of the meeting. Unless this
chapter or the certificate of incorporation requires otherwise, the corporation is required
to give notice only to stockholders entitled to vote at the meeting as of the record date
for determining the stockholders entitled to notice of the meeting. (b)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.05.htm - 2K - Match Info - Similar pages
10A-2A-16.01
Section 10A-2A-16.01 Corporate records. (a) A corporation shall maintain the following records:
(1) its certificate of incorporation as currently in effect; (2) any notices to stockholders
referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent
if those facts are not included in the certificate of incorporation or otherwise available
as specified in Section 10A-2A-1.20(c)(5); (3) its bylaws as currently in effect; (4) all
written communications within the past three years to stockholders generally; (5) minutes
of all meetings of, and records of all actions taken without a meeting by, its stockholders,
its board of directors, and board committees established under Section 10A-2A-8.25; (6) a
list of the names and business addresses of its current directors and officers; and (7) its
most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11.
(b) A corporation shall maintain all annual financial statements prepared for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.01.htm - 2K - Match Info - Similar pages
11-40-64
Section 11-40-64 Nature of rights and remedies. (a) Any Class 2 municipality to which this
article applies may proceed with judicial in rem foreclosures of municipal code liens in accordance
with the provisions of this article by enactment of an ordinance or resolution of the governing
authority of the Class 2 municipality in which the real property is located which ordinance
or resolution shall be sufficient authority for use of this article by the Class 2 municipality
to enforce its municipal code liens. (b) The ordinance of a Class 2 municipality authorizing
and approving the use of this article shall include all the following matters: (1) The initial
effective date for application of these procedures. (2) If the Class 2 municipality elects
not to apply these procedures to all real properties as of the same future date, then the
phase-in of these procedures over a period of time and the manner of determination of which
real properties are subject in which sequence to these...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-40-64.htm - 2K - Match Info - Similar pages
10A-2A-6.20
Section 10A-2A-6.20 Subscription for stock before incorporation. (a) A subscription for stock
entered into before incorporation is irrevocable for six months unless the subscription agreement
provides a longer or shorter period or all the subscribers agree to revocation. (b) The board
of directors may determine the payment terms of subscriptions for stock that were entered
into before incorporation, unless the subscription agreement specifies them. A call for payment
by the board of directors must be uniform so far as practicable as to all stock of the same
class or series, unless the subscription agreement specifies otherwise. (c) Stock issued pursuant
to subscriptions entered into before incorporation are fully paid and nonassessable when the
corporation receives the consideration specified in the subscription agreement. (d) If a subscriber
defaults in payment of cash or property under a subscription agreement entered into before
incorporation, the corporation may collect the amount...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.20.htm - 1K - Match Info - Similar pages
10A-2A-6.27
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation,
the bylaws, an agreement among stockholders, or an agreement between stockholders and the
corporation may impose restrictions on the transfer or registration of transfer of stock of
the corporation. A restriction does not affect stock issued before the restriction was adopted
unless the holders of the stock are parties to the restriction agreement or voted in favor
of the restriction. (b) A restriction on the transfer or registration of transfer of stock
is valid and enforceable against the corporation, the holder, or a transferee of the holder
if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and
its existence is noted conspicuously on the front or back of the certificate or is contained
in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction
is not enforceable against a person without knowledge of the restriction. (c)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.27.htm - 2K - Match Info - Similar pages
10A-2A-10.08
Section 10A-2A-10.08 Amendment pursuant to reorganization. Notwithstanding Division B of Article
3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action
by the board of directors or stockholders to carry out a plan of reorganization ordered or
decreed by a court of competent jurisdiction under the authority of a law of the United States
if the certificate of incorporation after the amendment only contains provisions required
or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated by the court
shall deliver to the Secretary of State for filing a certificate of amendment setting forth:
(1) the name of the corporation; (2) the text of each amendment approved by the court; (3)
the date of the court's order or decree approving the certificate of amendment; (4) the title
of the reorganization proceeding in which the order or decree was entered; and (5) a statement
that the court had jurisdiction of the proceeding under federal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.08.htm - 1K - Match Info - Similar pages
10A-2A-14.10
Section 10A-2A-14.10 Grounds for judicial dissolution. (a) The circuit court for the county
in which the corporation's principal office is located in this state, and if none in this
state, the circuit court for the county in which the corporation's most recent registered
office is located may dissolve a corporation: (1) in a proceeding by the Attorney General
if it is established that: (i) the corporation obtained its certificate of incorporation through
fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon
it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors
are deadlocked in the management of the corporate affairs, the stockholders are unable to
break the deadlock, and irreparable injury to the corporation is threatened or being suffered,
or the business and affairs of the corporation can no longer be conducted to the advantage
of the stockholders generally, because of the deadlock; (ii) the directors or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.10.htm - 3K - Match Info - Similar pages
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