10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Acquired entity"
means the corporation or foreign corporation that will have all of one or more classes or
series of its stock acquired in a stock exchange. (2) "Acquiring entity" means the
corporation or foreign corporation that will acquire all of one or more classes or series
of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.01.htm - 4K - Match Info - Similar pages

10A-5A-11.01
Section 10A-5A-11.01 Series of assets. (a) If a limited liability company complies with Section
10A-5A-11.02, a limited liability company agreement may establish or provide for the establishment
of one or more designated series of assets that: (1) has separate rights, powers, or duties
with respect to specified property or obligations of the limited liability company or profits
and losses associated with specified property or obligations; or (2) has a separate purpose
or investment objective. (b) A series established in accordance with subsection (a) may carry
on any activity, whether or not for profit. (c) After a person is admitted as a member of
a limited liability company in accordance with Section 10A-5A-4.01, a member is associated
with a series of the limited liability company: (1) as provided in the limited liability agreement;
(2) as the result of a transaction effective under Article 10; or (3) with the consent of
all members associated with that series. (Act 2014-144, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.01.htm - 1K - Match Info - Similar pages

10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE OF
FORMATION" with respect to a limited partnership means the certificate of formation required
by Section 10A-9A-2.01, and the certificate of formation as amended or restated. (2) "DISTRIBUTION"
except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other
property from a limited partnership to another person on account of a transferable interest.
(3) "FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP" means a foreign limited partnership
whose general partners have limited liability for the obligations of the foreign limited partnership
under a provision similar to Section 10A-9A-4.04(c). (4) "FOREIGN LIMITED PARTNERSHIP"
means a partnership formed under the laws of a jurisdiction other than this state and required
by those laws to have one or more general partners and one or more...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.02.htm - 4K - Match Info - Similar pages

10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.02.htm - 3K - Match Info - Similar pages

40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following:
a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of
the outstanding voting securities or other voting ownership interests of the other person,
whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds
power to vote 15 percent or more of the outstanding voting securities or other voting ownership
interests of the other person. b. A person owning 15 percent or more of the outstanding voting
securities or other voting ownership interests of which are directly or indirectly either:
1. Beneficially owned by the other person, whether through rights, options, convertible interests,
or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership
or limited liability company in which the other person...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14B-1.htm - 7K - Match Info - Similar pages

10A-5A-1.03
Section 10A-5A-1.03 Knowledge; notice. (a) A person knows a fact when the person: (1) has actual
knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person
has notice of a fact when the person: (1) knows of it; (2) receives notification of it; (3)
has reason to know the fact from all of the facts known to the person at the time in question;
or (4) is deemed to have notice of the fact under subsection (d). (c) A person notifies another
of a fact by taking steps reasonably required to inform the other person in ordinary course,
whether or not the other person knows the fact. (d) A person is deemed to have notice of a
limited liability company's: (1) matters included in the certificate of formation under Sections
10A-5A-2.01(a)(1), (a)(2), (a)(3), (a)(4) and, if applicable, (a)(5) upon filing; (2) dissolution,
90 days after a statement of dissolution under Section 10A-5A-7.02(b)(1) becomes effective;
(3) merger or conversion, 90 days after a statement of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.03.htm - 1K - Match Info - Similar pages

10A-8A-4.02
Section 10A-8A-4.02 Admission of partner. (a) The initial partners of a partnership are admitted
as partners upon the formation of the partnership. (b) After formation, a person is admitted
as a partner of the partnership: (1) as provided in the partnership agreement; (2) as the
result of a transaction effective under Article 9 of this chapter or Article 8 of Chapter
1; (3) with the consent of all the partners; or (4) as provided in Section 10A-8A-8.01(6)
or 10A-8A-8.01(7). (c) Each person to be admitted as a partner to a partnership formed under
either Section 10A-8A-2.01(a)(1) or 10A-8A-2.01(a)(2) may be admitted as a partner without:
(1) acquiring a transferable interest; or (2) making or being obligated to make a contribution
to the partnership. (Act 2018-125, §7.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.02.htm - 1K - Match Info - Similar pages

10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from a limited
partnership as a general partner when any of the following occurs: (1) the limited partnership
has notice of the person's express will to dissociate as a general partner, except that if
the person specifies a dissociation date later than the date the limited partnership had notice,
then the person is dissociated as a general partner on that later date; (2) an event stated
in the partnership agreement as causing the person's dissociation as a general partner occurs;
(3) the person is expelled as a general partner pursuant to the partnership agreement; (4)
the person is expelled as a general partner by the unanimous consent of the other partners
if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the
person as a general partner; (B) there has been a transfer of all of the person's transferable
interest in the limited partnership, other than a transfer for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.03.htm - 4K - Match Info - Similar pages

41-29-501
Section 41-29-501 Definitions. (a) For the purposes of this article, the following words and
phrases shall have the following meanings: (1) AUTHORITY. The public corporation organized
pursuant to the provisions of Sections 41-10-20 through 41-10-32. (2) AUTHORIZED PURPOSE.
Any one or more of the purposes for which grants are herein authorized to be made as specified
in Section 41-29-503(a). (3) BOARD OF DIRECTORS. The board of directors of the authority.
(4) BOND. The bonds issued under the provisions of this article. (5) CAPITAL COSTS. All costs
and expenses incurred by one or more investing companies in connection with the acquisition,
construction, installation, and equipping of a qualifying project during the period commencing
with the date on which such acquisition, construction, installation, and equipping commences
and ending on the date on which the qualifying project is placed in service, including, without
limitation of all of the following: a. The costs of acquiring,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-29-501.htm - 7K - Match Info - Similar pages

27-29-4
Section 27-29-4 Registration of insurers. (a)(1) Every insurer which is authorized to do business
in this state and which is a member of an insurance holding company system shall register
with the commissioner, except a foreign insurer subject to registration requirements and standards
adopted by statute or regulation in the jurisdiction of its domicile which are substantially
similar to those contained in this section and both of the following: a. Subdivision (1) of
subsection (a) of Section 27-29-5, and subsections (b) and (d) of Section 27-29-5. b. Either
subdivision (2) of subsection (a) of Section 27-29-5 or a provision such as the following:
Each registered insurer shall keep current the information required to be disclosed in its
registration statement by reporting all material changes or additions within 15 days after
the end of the month in which it learns of each change or addition. (2) Any insurer which
is subject to registration under this section shall register within 15...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-29-4.htm - 8K - Match Info - Similar pages