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10A-9A-10.05
Section 10A-9A-10.05 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization remains vested in the converted organization
without transfer, reversion, or impairment and the title to any property vested by deed or
otherwise in the converting organization shall not revert or be in any way impaired by reason
of the conversion; (2) all debts, obligations, or other liabilities of the converting organization
continue as debts, obligations, or other liabilities of the converted organization and neither
the rights of creditors, nor the liens upon the property of the converting organization shall
be impaired by the conversion; (3) an action or proceeding pending by or against the converting
organization continues as if the conversion had not occurred and the name of the converted
entity may, but need not, be substituted for the name of the converting entity in any pending
action or proceeding; (4) except as prohibited...
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25-14-5
Section 25-14-5 Registration requirements; limited registration; reciprocity; fees. (a)(1)
A person may not provide, advertise, or otherwise hold itself out as providing professional
employer services in this state unless the person is registered under this chapter to operate
a professional employer organization. (2) Each person desiring to operate as a professional
employer organization shall file with the secretary a completed registration form to include
the following information: a. The name or names under which the professional employer organization
conducts business. b. The address of the principal place of business of the professional employer
organization and the address of each office it maintains in this state. c. The professional
employer organization's taxpayer or employer identification number. d. A list by jurisdiction
of each name under which the professional employer organization has operated in the preceding
five years, including any alternative names, names of...
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10A-2A-11.07
Section 10A-2A-11.07 Effect of merger or stock exchange. (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 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, other than the surviving organization, are debts,
obligations, and liabilities of the surviving organization, and neither...
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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-8A-9.09
Section 10A-8A-9.09 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
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,
other than the surviving organization, are debts, obligations, and other liabilities of the
surviving organization, and neither the rights of...
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10A-9A-10.09
Section 10A-9A-10.09 Effect of merger. THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019
REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (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 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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.09.htm - 5K - Match Info - Similar pages
5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing resolution;
submission to superintendent; fee; tentative approval; vote of stockholders or members; directors;
articles of incorporation and bylaws; statement of superintendent's objections; amendment;
appeal of disapproval; application to FDIC; final approval and permit. Any savings institution
may apply to the superintendent for permission to convert its charter in order to do business
as a state chartered bank in accordance with the following procedures: (1) The board of directors
shall approve a written plan of conversion, the application for conversion and shall adopt
an authorizing resolution, all by a vote of a majority of all the directors. The plan of conversion
shall include a statement of: a. The proposed organization and management structure of the
resulting bank if the application were approved, and the proposed name under which it would
do business as a bank; b. The method and time...
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10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, unless (i)
the board of directors makes a determination that because of conflicts of interest or other
special circumstances it should not make a recommendation or (ii) Section...
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40-21-4
Section 40-21-4 Detailed requirements of reports. Each such report shall show the following
items and particulars as the same stood on the next preceding October 1, together with any
other facts or information that may be called for by said Department of Revenue: (1) The name
and principal place of business of the company, corporation, association, or individual in
whose behalf the statement is made and the character of the business engaged in; (2) If a
company, association or corporation, the state, or government under the laws of which it was
incorporated or authorized to do business, the date of original organization, the date of
reorganization, consolidation, or merger and the purpose of its incorporation as expressed
in its charter or articles of association; (3) The place where all books, papers, and accounts
are kept, and the names and post-office addresses of the president, secretary, treasurer,
superintendent, general manager, general counsel, directors, and all other general...
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25-4-51
Section 25-4-51 Rates of contributions, etc., by employers. (a) Contributions. Except as hereinafter
provided and subject to the provisions of Section 25-4-54, every employer shall pay contributions,
or payments in lieu of contributions, equal to the percentages of wages payable or paid as
hereinafter set out, with respect to employment by him. (1) With respect to employment during
calendar years after December 31, 1975, every employer who has been liable to the provisions
of this chapter during a period of time sufficient to have his rate of contribution determined
under the experience rating provisions of Section 25-4-54 shall pay contributions at the rate
prescribed thereby. (2) With respect to employment after December 31, 1975, every employer
who has not been liable to the provisions of this chapter for a sufficient length of time
to have his rate determined under the experience rating provisions of Section 25-4-54 shall
pay contributions at the rate of 2.70 percent of such wages...
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