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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
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by
the board of directors if shareholder approval is not required, the surviving or acquiring
corporation shall deliver to the Secretary of State for filing articles of merger or share
exchange setting forth: (1) The plan of merger or share exchange; (2) If shareholder approval
was not required, a statement to that effect; (3) If approval of the shareholders of one or
more corporations party to the merger or share exchange was required: (i) The designation,
number of outstanding shares, and number of votes entitled to be cast by each voting group
entitled to vote separately on the plan as to each corporation; and (ii) Either the total
number of votes cast for and against the plan by each voting group entitled to vote...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.05.htm - 1K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a
corporation that is a constituent organization or the acquired entity in a stock exchange,
the plan of merger or stock exchange shall be adopted in the following manner: (a) The plan
of merger or stock exchange shall first be adopted by the board of directors. (b) Except as
provided in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of
merger or stock exchange shall then be approved by the stockholders. In submitting the plan
of merger or stock exchange to the stockholders for approval, the board of directors shall
recommend that the stockholders approve the plan or, in the case of an offer referred to in
subsection (j)(2), that the stockholders tender their stock to the offeror in response to
the offer, 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-21.htm - 5K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-1.htm - 1K - Match Info - Similar pages
27-28-3
Section 27-28-3 Plan for exchange of stock, etc., between domestic stock insurer and
holding company - Fees, etc., for promotion of plan. No director, officer, agent, or employee
of any corporation which is a party to the plan of exchange, except as is expressly provided
by the plan filed with the commissioner, shall receive any fee, commission, other compensation,
or valuable consideration whatever for in any manner aiding, promoting, or assisting in the
promotion of the plan of exchange. (Acts 1971, No. 1449, p. 2472.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-3.htm - 827 bytes - Match Info - Similar pages
10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting
a plan of merger or share exchange, the board of directors of each corporation party to the
merger, and the board of directors of the corporation whose shares will be acquired in the
share exchange, shall submit the plan of merger, except as provided in subsection (g), or
share exchange for approval by its shareholders. (b) For a plan of merger or share exchange
to be approved: (1) The board of directors must recommend the plan of merger or share exchange
to the shareholders, unless the board of directors determines that because of conflict of
interest or other special circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders with the plan; and (2) The shareholders
entitled to vote must approve the plan. (c) Subject to the corporation's articles of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.03.htm - 5K - Match Info - Similar pages
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