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
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.09.htm - 4K - Match Info - Similar pages
10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent organization" means an organization that is party to a merger under this article. (2) "Constituent partnership" means a constituent organization that is a partnership. (3) "Converted organization" means the organization into which a converting organization converts pursuant to this article. (4) "Converting organization" means an organization that converts into another organization pursuant to this article. (5) "Converting partnership" means a converting organization that is a partnership. (6) "Governing statute" of an organization means the statute that governs the organization's internal affairs. (7) "Organization" means a partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.01.htm - 3K - Match Info - Similar pages
10A-9A-2.01
Section 10A-9A-2.01 Formation of limited partnership; certificate of formation. (a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State. Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth: (1) the name of the limited partnership, which must comply with Article 5 of Chapter 1; (2) the address of the registered office required by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office as required by Article 5 of Chapter 1; (4) the name and the street and mailing address of each general partner; (5) whether the limited partnership is a limited liability limited partnership; (6) any additional information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and (7) any other matters the partners determine to include therein which comply with Section 10A-9A-1.08. (b) A limited partnership is formed when the certificate of formation becomes...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.01.htm - 2K - Match Info - Similar pages
10A-9A-1.03
Section 10A-9A-1.03 Knowledge and 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 or gives a notification to another person 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 partnership's: (1) matters included in the certificate of formation under Sections 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6) upon filing; (2) general partner dissociating as a general partner, 90 days after the effective date of an amendment to the certificate of formation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.03.htm - 2K - Match Info - Similar pages
10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association, including an Alabama real estate investment trust, a common-law trust, or a Massachusetts trust, which is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive insurance company or industrial insured group formed as a stock or mutual corporation may be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor and this section. (b) A plan for this conversion or merger shall satisfy both of the following: (1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders, in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder of a mutual insurer in substantially the same manner and subject to the same rights and conditions as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01, of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy all of the following: (1) The conversion shall...
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41-9-80.2
Section 41-9-80.2 THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER IN THE 2019 REGULAR SESSION, EFFECTIVE JUNE 10, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. As used in this division, the following terms shall have the following meanings: (1) CONVICTED INDIVIDUAL. An individual convicted of a specified crime or a representative of the individual. (2) EARNED INCOME. Income derived from an individual's own labor or active participation in a business. The term does not include income from dividends or investments. (3) FUNDS OF A CONVICTED INDIVIDUAL. Funds and property received from any source by a convicted individual. The term includes funds that a superintendent, sheriff, municipal official, or other correctional official receives on behalf of a convicted individual and deposits into the individual's inmate or prisoner account to the credit of the individual. The term does not include funds from child support payments and earned income, except any income defined as profits...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-9-80.2.htm - 3K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other documents permitted or required to be delivered for filing by a corporation with the Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
45-37-123.01
Section 45-37-123.01 Definitions. For the purposes of this part, the following terms shall have the following meanings: (1) ACT. The act adding this part, to be called the General Retirement System for Employees of Jefferson County Act. (2) ACTIVE MEMBER. An individual who currently is employed by the county or other entities set forth in subdivision (20) and is making employee contributions to the system. (3) ACTUARIAL EQUIVALENT. Effective July 30, 1984, or such other dates as set forth in Exhibit A, which is maintained in the office of the pension board, a form of benefit differing in time, period, or manner of payment from a specific benefit provided under the plan but having the same value when computed using the mortality tables, the interest rate, and any other assumptions last adopted by the pension board, which assumptions shall clearly preclude any discretion in the determination of the amount of a member's benefit. (4) ACTUARIAL GAIN. As defined in Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-123.01.htm - 27K - Match Info - Similar pages
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