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10A-2-11.07
Section 10A-2-11.07 Merger or share exchange with foreign corporation. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as the
same may be amended from time to time, one or more foreign corporations may merge or enter
into a share exchange with one or more domestic corporations if: (1) In a merger, the merger
is permitted by the law of the state or country under whose law each foreign corporation is
incorporated and each foreign corporation complies with that law in effecting the merger;
(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation,
whether or not a share exchange is permitted by the law of the state or country under whose
law the acquiring corporation is incorporated; (3) The foreign corporation complies with Section
10A-2-11.05 if it is the surviving corporation of the merger or acquiring...
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10A-2-13.01
Section 10A-2-13.01 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate action"
means the filing of articles of merger or share exchange by the judge of probate or Secretary
of State, or other action giving legal effect to a transaction that is the subject of dissenters'
rights. (2) "Corporation" means the issuer of shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or share exchange
of that issuer. (3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner
required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair Value," with respect
to a dissenter's shares, means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding any appreciation or depreciation
in...
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10A-4-4.02
Section 10A-4-4.02 Merger and conversion. (a) A domestic professional corporation may convert
to or merge with another corporation, professional corporation, or another type of entity,
domestic or foreign, under the Alabama Business Corporation Law, or may merge with or convert
to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation,
or conversion, if the surviving or new corporation or converted entity, as the case may be,
is to render professional services in Alabama, it shall comply with the provisions of this
chapter. (b) An unincorporated professional association organized under Article 1 of Chapter
30 may merge or consolidate with a professional corporation organized under this chapter.
In the merger, the procedure specified in the Alabama Business Corporation Law shall apply,
provided that: (1) The surviving corporation shall be a domestic professional corporation,
(2) The following terms, when used in the Alabama Business Corporation Law...
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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...
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35-12-84
Section 35-12-84 Filing of a claim - intestate and small claims. (a) The surviving spouse or,
if none, the surviving child or children or, if none, the surviving parent or parents of an
abandoned property owner who has died intestate may claim the abandoned property under this
section, and will have a defeasible right to the property, if all of the following conditions
exist: (1) The aggregate value of the abandoned property held on behalf of the owner, as established
by rule, must not exceed the amount allowed in Section 43-2-692. (2) The claim need not be
accompanied by an order of a probate court if the claimant files documentation established
in the rules, including, but not limited to, a. a written confirmation by the probate court
that no estate has been opened or filed; b. an affidavit, signed by all beneficiaries, as
applicable, stating that all beneficiaries have amicably agreed among themselves upon a division
of the property; c. supporting documentation showing heir rights;...
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5-18-22
Section 5-18-22 Modification, amendment or repeal of chapter. This chapter or any part thereof
may be modified, amended or repealed so as to effect a cancellation or alteration of any license
or right of a licensee hereunder; provided, that such cancellation or alteration shall not
impair or affect the obligation of any preexisting lawful contract between any licensee and
any borrower. (Acts 1959, No. 374, p. 966, §20.)...
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10A-20-8.03
Section 10A-20-8.03 Withdrawal from parent organization and use of fraternal property free
from trust clause. (a) The majority group of any local organization may withdraw from the
parent organization and, upon withdrawal, shall be permitted to devote the fraternal property
to the uses originally intended free of the influence of the trust clause; provided, that
the facts upon which the right of withdrawal is conditioned under this section shall be judicially
determined to exist in and by a judicial proceeding as provided for in this article. (b) While
this article is not intended to control any rules, fraternal, educational, social, or other
formula or practice of the parent organization, one of its purposes is to afford an effective
remedy and procedure for the preservation and protection of trust, charitable, educational,
or fraternal property from impairment or loss thereof when the intended trust use thereof
is threatened as a proximate result of subsequent action by the parent...
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35-10-51
Section 35-10-51 Effect of deed in lieu of foreclosure. A deed in lieu of foreclosure: (1)
Transfers to the mortgagee all right, title, and interest of the mortgagor in the mortgaged
property, including, but not limited to, all rights of redemption, statutory or equitable,
unless expressly otherwise provided therein; (2) Does not effect a foreclosure of the mortgage
covering the mortgaged property; (3) Does not give rise to a statutory right of redemption
in the mortgagor or in any other person; (4) Does not result in a merger of the mortgagee's
rights with the mortgagor's equity of redemption for any purpose; and (5) Does not affect
the rights or interests of any person or entity other than the mortgagor in the mortgaged
property. (Acts 1987, No. 87-660, p. 1168, §2.)...
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35-4-431
Section 35-4-431 Definitions. (a) As used in this article, the following words have the following
meanings: (1) ASSOCIATION. An association or unit owners' association, as defined in Section
35-8A-103 of the Alabama Uniform Condominium Act of 1991; an association as defined in Section
35-8-2 of the Condominium Ownership Act; or a nonprofit or cooperative membership organization
composed exclusively of owners of mobile homes, manufactured housing, time-shares, camping
resort interests, or other interests in real property that is responsible for the maintenance,
improvements, services, or expenses related to real property that is owned, used, or enjoyed
in common by the members. (2) PAYEE. The person or entity who claims the right to receive
or collect a private transfer fee payable under a private transfer obligation. A payee may
or may not have a pecuniary interest in the private transfer fee obligation. (3) PRIVATE TRANSFER
FEE. A fee or charge payable upon the transfer of an interest...
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43-2-692
Section 43-2-692 Petition for summary distribution; when surviving spouse or distributee entitled
to personal property without administration. (a) The surviving spouse, if there is one, otherwise
the distributees of an estate of personal property only, may initiate a proceeding for summary
distribution of the estate by filing a verified petition in the office of the judge of probate
of the county in which the decedent was domiciled at death alleging the conditions provided
in subsection (b). The petition shall include a description of the estate of the decedent.
No bond shall be required to be filed with the petition. (b) The surviving spouse or distributee
shall have a defeasible right to the personal property of the decedent without awaiting the
appointment of a personal representative or the probate of a will if all of the following
conditions exist: (1) The value of the entire estate does not exceed twenty-five thousand
dollars ($25,000). This figure shall be adjusted annually for...
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