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10A-2-13.25
Section 10A-2-13.25 Offer of payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) As soon as the proposed corporate
action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each
dissenter who complied with Section 10A-2-13.23 the amount the corporation estimates to be
the fair value of his or her shares, plus accrued interest. (b) The offer of payment must
be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending
not more than 16 months before the date of the offer, an income statement for that year, and
the latest available interim financial statements, if any; (2) A statement of the corporation's
estimate of the fair value of the shares; (3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under Section 10A-2-13.28; and
(5) A copy of this article. (c) Each dissenter who agrees...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.25.htm - 1K - Match Info - Similar pages
10A-2A-13.03
Section 10A-2A-13.03 Assertion of rights by nominees and beneficial stockholders. (a) A record
stockholder may assert appraisal rights as to fewer than all the shares of stock registered
in the record stockholder's name but owned by a beneficial stockholder or a voting trust beneficial
owner only if the record stockholder objects with respect to all shares of stock of a class
or series owned by the beneficial stockholder or the voting trust beneficial owner and notifies
the corporation in writing of the name and address of each beneficial stockholder or voting
trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of
a record stockholder who asserts appraisal rights for only part of the stock held of record
in the record stockholder's name under this subsection shall be determined as if the stock
as to which the record stockholder objects and the record stockholder's other shares of stock
were registered in the names of different record stockholders. (b)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.03.htm - 1K - Match Info - Similar pages
10A-2A-13.25
Section 10A-2A-13.25 After-acquired stock. (a) A corporation may elect to withhold payment
required by Section 10A-2A-13.24 from any stockholder who was required to, but did not certify
that beneficial ownership of all of the stockholder's stock for which appraisal rights are
asserted was acquired before the date set forth in the appraisal notice sent pursuant to Section
10A-2A-13.22(b)(1). (b) If the corporation elects to withhold payment under subsection (a),
it shall, within 30 days after the form required by Section 10A-2A-13.22(b)(2)(ii) is due,
notify all stockholders who are described in subsection (a): (1) of the information required
by Section 10A-2A-13.24(b)(1); (2) of the corporation's estimate of fair value pursuant to
Section 10A-2A-13.24(b)(2); (3) that they may accept the corporation's estimate of fair value,
plus interest, in full satisfaction of their demands or demand appraisal under Section 10A-2A-13.26;
(4) that those stockholders who wish to accept the offer shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.25.htm - 2K - Match Info - Similar pages
10A-2A-8.58
Section 10A-2A-8.58 Variation by corporate action; application of division. (a) A corporation
may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted
or a contract approved by the board of directors or stockholders, obligate itself in advance
of the act or omission giving rise to a proceeding to provide indemnification in accordance
with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with
Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements
for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any
provision that obligates the corporation to provide indemnification to the fullest extent
permitted by law shall be deemed to obligate the corporation to advance funds to pay for or
reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted
by law, unless the provision expressly provides otherwise. (b) A right of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.58.htm - 3K - Match Info - Similar pages
18-1A-54
Section 18-1A-54 Proceeding or action to recover damages caused by entry; payment of damages.
(a) A condemnor is liable for physical injury to, and for substantial interference
with possession or use of, property caused by his entry and activities upon the property.
This liability may be enforced in a subsequent condemnation proceeding filed within the period
specified as a retention period in Section 18-1A-52 or, if no such proceeding is filed within
such period of time, by civil action with the right of trial by jury on demand of either party.
(b) If funds are on deposit under Section 18-1A-52 or 18-1A-53, the owner or other person
entitled to damages under subsection (a) may apply to the circuit court for payment of his
damages from such funds. If the amount on deposit is insufficient to pay the full amount,
the circuit court shall enter judgment against the condemnor for the unpaid portion. (Acts
1985, No. 85-548, p. 802, ยง305.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/18-1A-54.htm - 1K - Match Info - Similar pages
10A-2-13.30
Section 10A-2-13.30 Court action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a demand for payment under
Section 10A-2-13.28 remains unsettled, the corporation shall commence a proceeding within
60 days after receiving the payment demand and petition the court to determine the fair value
of the shares and accrued interest. If the corporation does not commence the proceeding within
the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the circuit court of the county where
the corporation's principal office, or, if none in this state, its registered office, is located.
If the corporation is a foreign corporation without a registered office in this state, it
shall commence the proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.30.htm - 3K - Match Info - Similar pages
10A-2A-1.49
Section 10A-2A-1.49 Notice requirements. (a) Unless stockholder approval is required under
Section 10A-2A-1.47(c), prompt notice of an action taken under Section 10A-2A-1.47 shall be
given to each holder of valid and putative stock, regardless of whether entitled to vote,
as of (i) the date of such action by the board of directors, and (ii) the date of the defective
corporate action ratified, provided that notice shall not be required to be given to holders
of valid and putative stock whose identities or addresses for notice cannot be determined
from the records of the corporation. (b) The notice must contain (i) either a copy of the
action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or (b) or
the information required by Section 10A-2A-1.47(a)(1) through (a)(4) or Section 10A-2A-1.47(b)(1)
through (b)(3), as applicable, and (ii) a statement that any claim that the ratification of
the defective corporate action and any putative stock issued as a result of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.49.htm - 2K - Match Info - Similar pages
7-4-111
Section 7-4-111 Statute of limitations; accrual of action. An action to enforce an obligation,
duty, or right arising under this article must be commenced within three years after the cause
of action accrues. A cause of action accrues for payment of a time deposit upon the earlier
of: (1) the date demand for payment is made to the bank, but if the time deposit has a due
date and the bank is not required to pay before that date, the cause of action accrues when
a demand for payment is in effect and the due date has passed; (2) the latter of: a. the due
date of the time deposit established in the bank's last written notice of renewal sent pursuant
to Section 5-5A-36; or b. four years after the last written communication from the bank recognizing
the bank's obligation under the time deposit; or (3) the last day of the taxable year for
which the owner of the time deposit last reported interest income earned on the time deposit
on either a federal or state tax return. As used in this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/7-4-111.htm - 2K - Match Info - Similar pages
10A-2A-13.24
Section 10A-2A-13.24 Payment. (a) Except as provided in Section 10A-2A-13.25, within 30 days
after the form required by Section 10A-2A-13.22(b)(2)(ii) is due, the corporation shall pay
in cash to those stockholders who complied with Section 10A-2A-13.23(a) the amount the corporation
estimates to be the fair value of their stock, plus interest. (b) The payment to each stockholder
pursuant to subsection (a) must be accompanied by: (1)(i) financial statements of the corporation
that issued the stock to be appraised, consisting of a balance sheet as of the end of a fiscal
year ending not more than 16 months before the date of payment, an income statement for that
year, and a cash flow statement for that year; provided that, if the annual financial statements
are not reasonably available, the corporation shall provide reasonably equivalent financial
information, and (ii) the latest interim financial statements of the corporation, if any;
(2) a statement of the corporation's estimate of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.24.htm - 1K - Match Info - Similar pages
10A-2A-2.07
be brought exclusively in any specified court or courts of this state and, if so specified,
in any additional courts in this state or in any other jurisdictions with which the corporation
has a reasonable relationship. (b) A provision of the certificate of incorporation or bylaws
adopted under subsection (a) shall not have the effect of conferring jurisdiction on any court
or over any person or claim, and shall not apply if none of the courts specified by that provision
has the requisite personal and subject matter jurisdiction. If the court or courts
of this state specified in a provision adopted under subsection (a) do not have the requisite
personal and subject matter jurisdiction and another court of this state does have
jurisdiction, then the internal corporate claim may be brought in the other court of this
state, notwithstanding that the other court of this state is not specified in that provision,
and in any other court specified in that provision that has the requisite...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.07.htm - 2K - Match Info - Similar pages
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