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10A-8A-9.10
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP
status. (a) If a partner of a converting or constituent partnership will have personal
liability with respect to a converted or surviving organization, approval and amendment of
a plan of conversion or plan of merger are ineffective without that partner's consent to the
plan. (b) A statement of cancellation of the statement of limited liability partnership filed
in connection with a conversion or merger is ineffective without each partner's written consent
to such amendment. (c) A partner does not give the consent required by subsection (a) or (b)
merely by consenting to a provision of the partnership agreement that permits the partnership
agreement to be amended with the consent of fewer than all the partners. (Act 2018-125, §7.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.10.htm - 1K - Match Info - Similar pages
10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of
a converting or constituent limited liability company will have personal liability
with respect to a converted or surviving organization, approval and amendment of a plan of
conversion or plan of merger are ineffective without that member's consent to the plan. (b)
A member does not give the consent required by subsection (a) merely by consenting to a provision
of the limited liability company agreement that permits the limited liability company agreement
to be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.09.htm - 963 bytes - Match Info - Similar pages
10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing
LLLP status. (a) If a partner of a converting or constituent limited partnership will have
personal liability with respect to a converted or surviving organization, approval
and amendment of a plan of conversion or plan of merger are ineffective without that partner's
consent to the plan. (b) An amendment to a certificate of formation which deletes a statement
that the limited partnership is a limited liability limited partnership is ineffective without
each general partner's written consent to such amendment. (c) A partner does not give the
consent required by subsection (a) or (b) merely by consenting to a provision of the partnership
agreement that permits the partnership agreement to be amended with the consent of fewer than
all the partners. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.10.htm - 1K - Match Info - Similar pages
37-6-15
the separate existence of all cooperatives, parties to the consolidation or merger, except
the new or surviving cooperative, shall cease. Such new or surviving cooperative shall have
all the rights, privileges, immunities and powers and shall be subject to all the duties and
liabilities of a cooperative organized under the provisions of this chapter, and shall possess
all the rights, privileges, immunities and franchises as well of a public as of a private
nature, and all property, real and personal, applications for membership, all debts
due on whatever account, and all other choses in action of each of the consolidating or merging
cooperatives, and, furthermore, all and every interest of, or belonging or due to each of
the cooperatives so consolidated or merged shall be taken and deemed to be transferred to
and vested in such new or surviving cooperative without further act or deed; and the title
to any real estate, or any interest therein, under the laws of this state vested in any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-15.htm - 2K - Match Info - Similar pages
10A-2-11.06
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) When a merger takes effect:
(1) Every other corporation party to the merger merges into the surviving corporation and
the separate existence of every corporation except the surviving corporation ceases; (2) The
surviving corporation thereupon and thereafter possesses all the rights, immunities, and franchises,
of a public as well as of a private nature, of every corporation party to the merger; and
all property, real, personal and mixed, and all debts due each of the corporations
so merged, are taken and deemed to be transferred and vested in the surviving corporation
without further act or deed; and title to any real estate, or an interest therein, vested
in any of the corporations shall not revert nor in any way be impaired by reason of the merger;
(3) The surviving corporation shall be responsible and liable for all the liabilities and
obligations of each corporation party to the merger; and neither the rights...
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10A-3-5.05
(3) The surviving or new nonprofit corporation shall have all the rights, privileges, immunities,
and powers and shall be subject to all the duties and liabilities of a nonprofit corporation
organized under this title. (4) The surviving or new nonprofit corporation shall thereupon
and thereafter possess all the rights, privileges, immunities, and franchises of a public
as well as of a private nature, of each of the merging or consolidating nonprofit corporations;
and all property, real, personal and mixed, and all debts due on whatever account,
and all other choses in action, and all and every other interest, of or belonging to or due
to each of the nonprofit corporations so merged or consolidated, shall be taken and deemed
to be transferred to and vested in the single nonprofit corporation without further act or
deed; and the title to any real estate, or any interest therein, vested in any nonprofit corporations
shall not revert or be in any way impaired by reason of the merger or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-5.05.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.01.htm - 5K - Match Info - Similar pages
10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign
entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02,
and a foreign entity may convert to a domestic entity, or a domestic entity may convert to
a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion
is permitted by the law of the state or country under whose law each foreign entity is formed
and each foreign entity complies with that law in effecting the merger or conversion. (2)
In the case of a conversion, the foreign entity complies with the requirements of Section
10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements
of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign
entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent
that service of process in a proceeding to enforce any obligation or any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.04.htm - 3K - Match Info - Similar pages
10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability
company is merging under this chapter, the domestic limited liability company or other business
entity surviving or resulting from the merger shall file articles of merger in the Office
of the Secretary of State. If a domestic limited liability company is filing the articles
of merger, the articles of merger shall be signed by at least one member of the domestic limited
liability company, and if another business entity is filing the articles of merger, the articles
of merger shall be signed by a person authorized by the other business entity. The articles
of merger shall state all of the following: (1) The name, jurisdiction, and date of formation
or organization of each of the domestic limited liability companies or other business entities
that are to merge. (2) That an agreement of merger has been...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.02.htm - 3K - Match Info - Similar pages
10A-5-9.03
Section 10A-5-9.03 Vesting of certain rights, privileges, powers, property, liabilities, and
duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a)
When any merger has become effective under this chapter, for all purposes of the laws of the
state, all the rights, privileges, and powers of each of the domestic limited liability companies
and other business entities that have merged, and all property, real, personal, and
mixed, and all debts due to any of the domestic limited liability companies and other business
entities, as well as all other things and causes of action belonging to each of the domestic
limited liability companies and other business entities, shall be vested in the surviving
or resulting domestic limited liability company or other business entity, and shall thereafter
be the property of the surviving or resulting domestic limited liability company or other
business entity as they were of each of the domestic limited liability...
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