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10A-8A-9.03
Section 10A-8A-9.03 Action on plan of conversion by converting partnership. (a) Subject to
Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting
partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion
is approved, and at any time before a filing is made under Section 10A-8A-9.04, a converting
partnership 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 2018-125, §7.)...
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10A-9A-10.03
Section 10A-9A-10.03 Action on plan of conversion by converting limited partnership. (a) Subject
to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of
a converting limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual
rights, after a conversion is approved, and at any time before a filing is made under Section
10A-9A-10.04, a converting limited partnership 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 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-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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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-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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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.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.06.htm - 967 bytes - Match Info - Similar pages
10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation
the plan of conversion shall be adopted in the following manner: (a) The plan of conversion
shall first be adopted by the board of directors. (b) The plan of conversion shall then be
approved by the stockholders. In submitting the plan of conversion to the stockholders for
their approval, the board of directors must recommend that the stockholders approve the plan,
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 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for approval
of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion
of a converting organization that is a corporation may be amended: (1) in the same manner
as the plan was approved, if the plan does not provide for the manner in which it may be amended;
or (2) in the manner provided in the plan, except that if the plan has been approved by the
stockholders that were entitled to vote on, consent to, or approve of the plan, then those
stockholders are entitled to vote on, consent to, or approve of any amendment of the plan
that will change: (i) the amount or kind of eligible interests or other securities, obligations,
rights to acquire eligible interests or other securities, cash, other property, or any combination
of the foregoing, to be received by any of the stockholders of the converting corporation
under the plan; (ii) the organizational documents of the converted organization that will
be in effect immediately after the conversion becomes effective, except...
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