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7-8-202
Section 7-8-202 Issuer's responsibility and defenses; notice of defect or defense. (a)
Even against a purchaser for value and without notice, the terms of a certificated security
include terms stated on the certificate and terms made part of the security by reference on
the certificate to another instrument, indenture, or document or to a constitution, statute,
ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not
conflict with terms stated on the certificate. A reference under this subsection does not
of itself charge a purchaser for value with notice of a defect going to the validity of the
security, even if the certificate expressly states that a person accepting it admits notice.
The terms of an uncertificated security include those stated in any instrument, indenture,
or document or in a constitution, statute, ordinance, rule, regulation, order, or the like,
pursuant to which the security is issued. (b) The following rules apply if an issuer...
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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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40-2A-7
Section 40-2A-7 Uniform revenue procedures. (a) Maintenance of records; audit and subpoena
authority; authority to issue regulations. (1) In addition to all other recordkeeping requirements
otherwise set out in this title, taxpayers shall keep and maintain an accurate and complete
set of records, books, and other information sufficient to allow the department to determine
the correct amount of value or correct amount of any tax, license, permit, or fee administered
by the department, or other records or information as may be necessary for the proper administration
of any matters under the jurisdiction of the department. The books, records, and other information
shall be open and available for inspection by the department upon request at a reasonable
time and location. (2) The department may examine and audit the records, books, or other relevant
information maintained by any taxpayer or other person for the purpose of computing and determining
the correct amount of value or correct...
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39-2-12
Section 39-2-12 Partial and final payments of contractors by awarding authorities. (a)
As used in this section the following words shall have the meanings ascribed to them
as follows: (1) CONTRACTOR. Any natural person, partnership, company, firm, corporation, association,
limited liability company, cooperative, or other legal entity licensed by the Alabama State
Licensing Board for General Contractors. (2) NONRESIDENT CONTRACTOR. A contractor which is
neither a. organized and existing under the laws of the State of Alabama, nor b. maintains
its principal place of business in the State of Alabama. A nonresident contractor which has
maintained a permanent branch office within the State of Alabama for at least five continuous
years shall not thereafter be deemed to be a nonresident contractor so long as the contractor
continues to maintain a branch office within Alabama. (3) RETAINAGE. That money belonging
to the contractor which has been retained by the awarding authority conditioned on...
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40-23-4
Section 40-23-4 Exemptions. (a) There are exempted from the provisions of this division
and from the computation of the amount of the tax levied, assessed, or payable under this
division the following: (1) The gross proceeds of the sales of lubricating oil and gasoline
as defined in Sections 40-17-30 and 40-17-170 and the gross proceeds from those sales of lubricating
oil destined for out-of-state use which are transacted in a manner whereby an out-of-state
purchaser takes delivery of such oil at a distributor's plant within this state and transports
it out-of-state, which are otherwise taxed. (2) The gross proceeds of the sale, or sales,
of fertilizer when used for agricultural purposes. The word "fertilizer" shall not
be construed to include cottonseed meal, when not in combination with other materials. (3)
The gross proceeds of the sale, or sales, of seeds for planting purposes and baby chicks and
poults. Nothing herein shall be construed to exempt or exclude from the computation of...
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10A-11-1.02
Section 10A-11-1.02 Definitions. As used in this chapter, the following words shall
have the following meanings: (1) COLLECTIVE RESERVE ACCOUNT. An internal capital account that
represents the portion of the net book value of the corporation attributable to the cooperative.
(2) EMPLOYEE COOPERATIVE. A corporation which has elected to be governed by this chapter.
(3) INTERNAL CAPITAL ACCOUNT COOPERATIVE. An employee cooperative governed in accordance with
Section 10A-11-1.11. (4) INTERNAL CAPITAL ACCOUNTS. A system of accounts on the books
of an employee cooperative that reflects the book value of the corporation. (5) MEMBER. A
natural person who has been accepted for membership in and owns a membership share issued
by an employee cooperative. (6) MEMBERSHIP FEE. The consideration paid for a membership share.
(7) MEMBERSHIP SHARE. A single share of voting stock issued to each member of a worker cooperative
as evidence of membership. (8) PATRONAGE. The amount of work performed as a...
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27-27-7
Section 27-27-7 Solicitation permit - Issuance; contents; compliance with terms. (a)
Upon the filing of any bond required by Sections 27-27-10 or 27-27-16, after notice by the
commissioner provided for in subsection (a) of Section 27-27-6, or upon his decision
to grant a solicitation permit if such a bond is not so required, the commissioner shall issue
to the applicant or to the newly formed corporation, if the application is on behalf of a
newly formed incorporated domestic insurer, a solicitation permit. Every solicitation permit
issued by the commissioner shall contain provisions in substance as follows: (1) State the
securities or other rights or interests for which subscriptions are to be solicited, the number,
classes, par value, and selling price thereof, or identify the insurance contract, or contracts,
for which applications and advance premiums or deposits of premium are to be solicited in
the case of mutual or reciprocal insurers; (2) Require that any particular class of...
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27-38-1
Section 27-38-1 Establishment of separate accounts by life insurers to provide for life
insurance or annuities and benefits incidental thereto. A life insurer organized under the
laws of this state may, by or pursuant to a resolution of its board of directors, establish
one or more separate accounts and may allocate thereto amounts, including without limitation
proceeds applied under optional modes of settlement or under dividend options, to provide
for life insurance or annuities, and benefits incidental thereto, payable in fixed or variable
amounts or both, subject to the following: (1) The income, gains, and losses, realized or
unrealized, from assets allocated to a separate account shall be credited to, or charged against,
the account, without regard to other income, gains, or losses of the insurer; (2) Except as
provided in this section, amounts allocated to any separate account, and accumulations
thereon, may be invested and reinvested without regard to any requirements or...
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22-21-182
Section 22-21-182 Borrowing by corporation generally; debts not obligations of state,
counties or municipalities; tax exemptions. (a) All securities of the corporation shall be
signed in the name and behalf of the corporation by its chairman and attested by its secretary,
but a facsimile of the signature of one, but not both, of such officers may be printed thereon
in lieu of the manual signature of such officer, and the seal of the corporation shall be
affixed thereto or a facsimile thereof printed thereon. Any interest coupons applicable to
any securities of the corporation shall be signed by its chairman, but a facsimile of such
chairman's signature may be printed on any such interest coupons in lieu of his manually signing
the same. Any securities of the corporation may be executed and delivered by it at any time
and from time to time, shall be in such form and denomination and of such tenor and maturity
or maturities not exceeding 40 years from their date, shall contain such...
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10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal
rights, and to obtain payment of the fair value of that stockholder's stock, in the event
of any of the following corporate actions: (1) consummation of a merger to which the corporation
is a party (i) if the corporation is a subsidiary and the merger is governed by Section
10A-2A-11.05 or (ii) if stockholder approval is required for the merger by Section
10A-2A-11.04, or would be required but for the provisions of Section 10A-2A-11.04(j),
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to stock of any class or series that remain outstanding after consummation of
the merger; (2) consummation of a stock exchange to which the corporation is a party the stock
of which will be acquired, except that appraisal rights shall not be available to any stockholder
of the corporation with respect to any class or series of stock of the corporation that is
not...
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