10A-5A-10.06
Section 10A-5A-10.06 Action on plan of merger by constituent limited liability company. (a)
Subject to Section 10A-5A-10.09, a plan of merger must be consented to by all the members
of a constituent limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual
rights, after a merger is approved, and at any time before a filing is made under Section
10A-5A-10.07, a constituent limited liability company may amend the plan or abandon the merger:
(1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent
as was required to approve the plan. (Act 2014-144, p. 265, §1.)...
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10A-9A-10.07
Section 10A-9A-10.07 Action on plan of merger by constituent limited partnership. (a) Subject
to Section 10A-9A-10.10, a plan of merger must be consented to by all the partners of a constituent
limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual rights, after
a merger is approved, and at any time before a filing is made under Section 10A-9A-10.08,
a constituent limited partnership may amend the plan or abandon the merger: (1) as provided
in the plan; and (2) except as prohibited by the plan, with the same consent as was required
to approve the plan. (Act 2016-379, §1.)...
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10A-5A-10.02
Section 10A-5A-10.02 Action on plan of conversion by converting limited liability company.
(a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the
members of a converting limited liability company. (b) Subject to Section 10A-5A-10.09 and
any contractual rights, after a conversion is approved, and at any time before a filing is
made under Section 10A-5A-10.03, a converting limited liability company may amend the plan
or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited
by the plan, by the same consent as was required to approve the plan. (Act 2014-144, p. 265,
§1.)...
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10A-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the surviving
organization continues or, in the case of a surviving organization created pursuant to the
merger, comes into existence; (2) each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (3) except as provided in the plan of merger,
all property owned by, and every contract right possessed by, each constituent organization,
or series thereof, that ceases to exist vests in the surviving organization without transfer,
reversion, or impairment and the title to any property and contract rights vested by deed
or otherwise in the surviving organization shall not revert, be in any way impaired, or be
deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other liabilities
of each constituent organization, or series thereof, other than the surviving organization,
are debts, obligations, and other liabilities of the surviving...
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10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (a) After each constituent
organization has approved the plan of merger, a statement of merger must be signed on behalf
of: (1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a);
and (2) each other constituent organization, as provided by its governing statute. (b) A statement
of merger under this section must include: (1) the name, type of organization, and mailing
address of the principal office of each constituent organization, the jurisdiction of the
governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other designation as assigned
by the Secretary of State, if any, of the surviving organization, the...
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10A-5A-10.05
Section 10A-5A-10.05 Merger. (a) A limited liability company may merge with one or more other
constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A-10.08,
and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying number or other designation as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving...
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10A-8A-9.07
Section 10A-8A-9.07 Action on plan of merger by constituent partnership. (a) Subject to Section
10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership.
(b) Subject to Section 10A-8A-9.10 and any contractual rights, after a merger is approved,
and at any time before a filing is made under Section 10A-8A-9.08, a constituent partnership
may amend the plan or abandon the merger: (1) as provided in the plan; and (2) except as prohibited
by the plan, with the same consent as was required to approve the plan. (Act 2018-125, §7.)...

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8-20-4
carriers. q. To offer any refunds or other types of inducements to any person for the purchase
of new motor vehicles of a certain line make to be sold to the state or any political subdivision
thereof without making the same offer to all other new motor vehicle dealers in the same line
make within the state. r. To release to any outside party, except under subpoena, or as otherwise
required by law or in an administrative, judicial, or arbitration proceeding, any business,
financial, or personal information which may be from time to time provided by the dealer
to the manufacturer, without the express written consent of the dealer. s. To own an interest
in a new motor vehicle dealership, to operate or control a dealership, to make direct sales
or leases of new motor vehicles to the public in Alabama, or to own, operate, or control a
facility for performance of motor vehicle warranty or repair service work, except as follows:
1. The manufacturer or distributor is owning or operating...
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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.)...

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10A-2A-11.04
permitted by Section 10A-2A-10.05, its certificate of incorporation will not be changed; and
(3) each stockholder of the corporation whose stock was outstanding immediately before the
effective date of the merger or stock exchange will hold the same number of shares of stock,
with identical preferences, rights and limitations, immediately after the effective date of
the merger. (i) If as a result of a merger or stock exchange one or more stockholders of a
corporation will have new personal liability with respect to the surviving organization
or the acquiring entity, approval of the plan of merger or stock exchange will be ineffective
without the consent to the plan of merger or stock exchange of the stockholder who will have
new personal liability. A stockholder does not give consent required in this subsection
(i) merely by consenting to a provision in the certification of incorporation, the bylaws,
or an agreement of the stockholders, that allows for a plan of merger or...
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