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27-28-1
Section 27-28-1 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Authority. A domestic stock insurance company, hereinafter referred to in this chapter
as "domestic company," may cause a corporation to be organized under the laws of
this state or any other state of the United States of America to act as a holding company,
hereinafter referred to in this chapter as "holding company," which may, or may
not, be an insurance corporation, and the domestic company and holding company may adopt a
plan for an exchange of stock or other securities in which stockholders of the domestic company
exchange their stock for shares of stock or other securities issued by the holding company
pursuant to the provisions of Section 27-28-2. Such plan of exchange may provide for a direct
exchange of stock or other securities between the stockholders of the domestic company and
the holding company or may include provision for the merger of a wholly owned subsidiary of
the...
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27-28-2
Section 27-28-2 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Procedure for exchange. A plan of exchange shall be adopted and become effective
in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors
of each corporate party to the plan of exchange by resolution shall adopt the plan of exchange
which shall set forth the terms and conditions of the exchange and the mode of carrying the
same into effect and such other provisions with respect to the exchange as may be deemed necessary
or desirable. (2) APPROVAL OF COMMISSIONER. - Every plan of exchange, before being submitted
to vote of the stockholders pursuant to subdivision (3) of this section, shall be submitted
for approval to the commissioner in accordance with the following procedure: a. After the
approval required by subdivision (1) of this section is obtained, the domestic company shall
submit to the commissioner three copies of the plan of exchange and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-2.htm - 13K - Match Info - Similar pages
27-29-3
Section 27-29-3 Acquisition of control of, or merger with, domestic insurers. (a)(1) No person
other than the issuer shall make a tender offer for or a request or invitation for tenders
of, or enter into any agreement to exchange securities for, seek to acquire, or acquire in
the open market any voting security of a domestic insurer if, after the consummation thereof,
such person would, directly or indirectly, or by conversion or by exercise of any right to
acquire, be in control of such insurer, and no person shall enter into an agreement to merge
with or otherwise to acquire control of a domestic insurer, or any person controlling a domestic
insurer unless, at the time any such offer, request, or invitation is made or any such agreement
is entered into, or prior to the acquisition of such securities if no offer or agreement is
involved such person has filed with the commissioner and has sent to such insurer a statement
containing the information required by this section and such...
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27-27-14
Section 27-27-14 Solicitation permit for subsequent financing. (a) No insurer, or insurance
holding corporation, or stock corporation for financing operations of a mutual insurer, or
attorney-in-fact corporation, or a reciprocal insurer, or any other type of organization existing
for the same purpose, after: (1) It has received a certificate of authority, if an insurer,
in this or any other state; or (2) It has completed its initial organization and financing,
if a corporation, syndicate, or other organization other than an insurer, shall in this state
solicit or receive funds in exchange for its securities, other than when combining and selling,
for the account of its stockholders entitled thereto, fractional shares to which they become
entitled through a stock dividend to existing stockholders until it has applied to the commissioner
for, and has been granted, a solicitation permit. (b) The commissioner shall issue such a
permit unless he finds: (1) That the funds proposed to be...
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8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-6-2.htm - 11K - Match Info - Similar pages
5-5A-18
Corporations formed for the purpose of doing business as a bank may: (1) Discount bills, notes
or other evidences of debt; (2) Receive and pay out deposits, with or without interest, pay
checks, and impose charges for any services; (3) Receive on special deposit money, bullion
or foreign coins or bonds or other securities; (4) Buy and sell foreign and domestic exchanges,
gold and silver bullion or foreign coins, bonds, bills of exchange, notes and other negotiable
paper; (5) Lend money on personal security or upon pledges of bonds, stocks or other
negotiable securities; (6) Take and receive security by mortgage, security agreement or otherwise
on property, real and personal; (7) Become trustees for any purpose and be appointed
and act as executors, administrators, guardians, receivers, or fiduciaries upon receiving
the prior written approval of the superintendent under Section 5-11A-1; (8) Lease real and
personal property upon specific request of a customer, provided such banks must...
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8-6-11
Section 8-6-11 Registration of securities - Exempt transactions. (a) Except as hereinafter
in this section expressly provided, Sections 8-6-3 through 8-6-9 shall not apply to any of
the following transactions: (1) Any isolated nonissuer transaction, whether effected through
a dealer or not; (2) Any nonissuer transaction in an outstanding security by a registered
dealer if: a. The issuer has a class of securities subject to registration under Section 12
of the Securities Exchange Act of 1934 and has been subject to the reporting requirements
of Sections 13 or 15(d) of the Securities Exchange Act of 1934 for not less than 180 days
before the transaction; or has filed and maintained with the commission for not less than
180 days before the transaction information, in such form as the commission, by rule, specifies,
substantially comparable to the information which the issuer would be required to file under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the...
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5-5A-44
has approved the acquiring party's acquisition plan. All persons with whom the acquiring party
acts directly, indirectly, through, or in concert with to acquire control shall be identified
in the application and shall provide all information required by the superintendent. The acquiring
party shall file its application with the superintendent, and the application shall, except
to the extent expressly waived by the superintendent, contain the following information: (1)
The identity, personal history, business background, and experience of each person
by whom or on whose behalf the acquisition is to be made, including his or her material business
activities and affiliations during the past five years, and a description of any material
pending legal or administrative proceedings in which he or she is a party and any criminal
indictment or conviction of such person by a state or federal court. (2) A statement of the
assets and liabilities of each person by whom or on whose behalf...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-5A-44.htm - 11K - Match Info - Similar pages
27-29-4
Section 27-29-4 Registration of insurers. (a)(1) Every insurer which is authorized to do business
in this state and which is a member of an insurance holding company system shall register
with the commissioner, except a foreign insurer subject to registration requirements and standards
adopted by statute or regulation in the jurisdiction of its domicile which are substantially
similar to those contained in this section and both of the following: a. Subdivision (1) of
subsection (a) of Section 27-29-5, and subsections (b) and (d) of Section 27-29-5. b. Either
subdivision (2) of subsection (a) of Section 27-29-5 or a provision such as the following:
Each registered insurer shall keep current the information required to be disclosed in its
registration statement by reporting all material changes or additions within 15 days after
the end of the month in which it learns of each change or addition. (2) Any insurer which
is subject to registration under this section shall register within 15...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-29-4.htm - 8K - Match Info - Similar pages
37-4-1
Section 37-4-1 Definitions. Unless otherwise specified, when used in this article, these terms
shall have the following meanings: (1) COMMISSION. The Alabama Public Service Commission.
(2) COMMISSIONER. A member of the commission. (3) MUNICIPALITY. Any municipal corporation
organized under the laws of this state. (4) PERSON. Such term shall mean and include individuals,
associations of individuals, firms, partnerships, companies, corporations, municipalities,
governmental agencies, their lessees, trustees, or receivers appointed by any court whatsoever,
in the singular number as well as in the plural. (5) NONUTILITY. Any federal agency, instrumentality,
or corporation, owned by the United States, and any corporation or joint stock company in
which the United States or any of its departments, establishments, or agencies, owns more
than 50 percent of the voting shares of stock of such corporation or joint stock company.
(6) SECURITIES. Such term shall mean and include stock, stock...
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