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10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from
a partnership as a partner upon the occurrence of any of the following events: (1) the partnership
has notice of the person's express will to dissociate as a partner, except that if the person
specifies a dissociation date later than the date the partnership had notice, then the person
is dissociated as a partner on that later date; (2) an event stated in the partnership agreement
as causing the person's dissociation as a partner occurs; (3) the person is expelled as a
partner pursuant to the partnership agreement; (4) the person is expelled as a partner by
the unanimous consent of the other partners if: (A) it is unlawful to carry on the partnership's
business or not for profit activity with the person as a partner; (B) there has been a transfer
of all of the person's transferable interest in the partnership, other than a transfer for
security purposes; (C) the person is an organization and, within...
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10A-5A-6.02
Section 10A-5A-6.02 Event causing dissociation. A person is dissociated as a member
from a limited liability company when any of the following occurs: (a) the limited liability
company has notice of the person's express will to dissociate as a member, except that if
the person specifies a dissociation date later than the date the limited liability company
had notice, then the person is dissociated as a member on that later date; (b) an event stated
in the limited liability company agreement as causing the person's dissociation occurs; (c)
the person is expelled as a member pursuant to the limited liability company agreement; (d)
the person is expelled as a member by the unanimous consent of the other members if: (1) it
is unlawful to carry on the limited liability company's activities and affairs with the person
as a member; (2) there has been a transfer of all of the person's transferable interest other
than a transfer for security purposes; (3) the person is an organization and,...
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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...
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35-8A-410
Section 35-8A-410 Escrow of deposits. (a) As used in this section, except as
otherwise provided, the following terms shall have the following meanings: (1) HARD COSTS.
Any and all costs associated with the actual building and construction of the condominium
project, including, but not limited to, site preparation, building materials, shell features,
interior enclosures, fit-out costs, mechanical and electrical systems, and fixtures. The term
hard costs does not include financing costs, compensation paid to architects, engineers, consultants,
sales persons, or attorneys or for advertising or other marketing costs. (2) QUALIFIED PURCHASER.
a. An individual, a group of individuals, or an entity owned directly or indirectly solely
by individuals where each individual shall have an income of more than two hundred thousand
dollars ($200,000) for the calendar year immediately preceding the date of the purchaser's
signing of the purchase contract, or a joint income with his or her spouse of...
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7-2A-303
Section 7-2A-303 Alienability of interests, transfer of rights, etc. (1) As used in
this section, "creation of a security interest" includes the sale of a lease
contract that is subject to Article 9A, Secured Transactions, by reason of Section
7-9A-109(a)(3). (2) Except as provided in subsection (3) and Section 7-9A-407, a provision
in a lease agreement which (i) prohibits the voluntary or involuntary transfer, including
a transfer by sale, sublease, creation, or enforcement of a security interest, or attachment,
levy, or other judicial process, of an interest of a party under the lease contract or of
the lessor's residual interest in the goods, or (ii) makes such a transfer an event of default,
gives rise to the rights and remedies provided in subsection (4), but a transfer that is prohibited
or is an event of default under the lease agreement is otherwise effective. (3) A provision
in a lease agreement which (i) prohibits a transfer of a right to damages for default with
respect to...
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7-9A-102
Section 7-9A-102 Definitions and index of definitions. (a) Article 9A definitions. In
this article: (1) "Accession" means goods that are physically united with other
goods in such a manner that the identity of the original goods is not lost. (2) "Account,"
except as used in "account for," means a right to payment of a monetary obligation,
whether or not earned by performance, (i) for property that has been or is to be sold, leased,
licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered,
(iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred
or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of
a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge
card or information contained on or for use with the card, or (viii) as winnings in a lottery
or other game of chance operated or sponsored by a State, governmental unit of a State, or...
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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-5A-11.06
Section 10A-5A-11.06 Event causing dissociation of a member associated with a series.
A person is dissociated as a member associated with a series when any of the following occurs:
(a) the series has notice of the person's express will to dissociate from the series, except
if the person specifies a dissociation date later than the date the series had notice, then
the person is dissociated from the series on that later date; (b) an event stated in the limited
liability company agreement as causing the person's dissociation from the series occurs; (c)
the person is dissociated as a member of the limited liability company pursuant to Section
10A-5A-6.02; (d) the person is expelled as a member associated with that series pursuant to
the limited liability company agreement; (e) the person is expelled as a member associated
with the series by the unanimous consent of the other members associated with that series
if: (1) it is unlawful to carry on the series' activities and affairs with the...
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10A-8A-8.09
Section 10A-8A-8.09 Disposition of assets, when contributions required. Notwithstanding
Section 10A-1-9.12, upon the winding up of a partnership, the assets of the partnership,
including any obligation under Sections 10A-8A-4.03, 10A-8A-4.04, and 10A-8A-4.09, and any
contribution required by this section, shall be applied as follows: (a) Payment, or
adequate provision for payment, shall be made to creditors, including, to the extent permitted
by law, partners who are creditors, in satisfaction of liabilities of the partnership. (b)
After a partnership complies with subsection (a), any surplus must be distributed: (1) first,
to each person owning a transferable interest that reflects contributions made on account
of the transferable interest and not previously returned, an amount equal to the value of
the person's unreturned contributions; and (2) then to each person owning a transferable interest
in the proportions in which the owners of transferable interests share in distributions...
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10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT
LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership.
(2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under
this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting
organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP"
means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
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