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7-8-209
Section 7-8-209 Issuer's lien. A lien in favor of an issuer upon a certificated security is
valid against a purchaser only if the right of the issuer to the lien is noted conspicuously
on the security certificate. (Acts 1996, No. 96-742, p. 1241, §1.)...
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40-29-22
Section 40-29-22 Lien for taxes - Validity and priority against certain persons. (a) Purchasers,
holders of security interests, mechanic's lienors, and judgment lien creditors. The lien imposed
by Section 40-29-20 shall not be valid as against any purchaser, holder of a security interest,
mechanic's lienor, or judgment lien creditor until notice thereof which meets the requirements
of subsection (f) has been filed by the Commissioner of Revenue or his delegate, and shall
not be perfected as against any purchaser, holder of a security interest, mechanic's lienor,
or judgment lien creditor until the date such notice is filed. (b) Protection for certain
interest even though notice filed. Even though notice of a lien imposed by Section 40-29-20
has been filed, such lien shall not be valid: (1) SECURITIES. With respect to a security (as
defined in subsection (g)(4)): a. As against a purchaser of such security who at the time
of purchase did not have actual notice or knowledge of the...
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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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7-8-108
Section 7-8-108 Warranties in direct holding. (a) A person who transfers a certificated security
to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by
indorsement, warrants to any subsequent purchaser, that: (1) the certificate is genuine and
has not been materially altered; (2) the transferor or indorser does not know of any fact
that might impair the validity of the security; (3) there is no adverse claim to the security;
(4) the transfer does not violate any restriction on transfer; (5) if the transfer is by indorsement,
the indorsement is made by an appropriate person, or if the indorsement is by an agent, the
agent has actual authority to act on behalf of the appropriate person; and (6) the transfer
is otherwise effective and rightful. (b) A person who originates an instruction for registration
of transfer of an uncertificated security to a purchaser for value warrants to the purchaser
that: (1) the instruction is made by an appropriate person,...
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40-1-2
Section 40-1-2 Lien for taxes - Generally. (a) If any person liable to pay any tax, other than
ad valorem taxes, neglects or refuses to pay the same the amount, including any interest,
penalty, additional amount, or addition to such tax, together with any costs which may accrue
in addition thereto, shall be a lien in favor of the State of Alabama upon all property and
the rights to property, real or personal, belonging to such person. Unless another date is
specifically fixed by law, the lien shall arise at the time the assessment list, return therefor
or the payment thereof, as the case may be, was due to have been filed with or made to the
Department of Revenue or other agency of the state or county and shall continue until the
liability for such amount is satisfied or becomes unenforceable by reason of the lapse of
time. (b) Such lien shall not be valid against any mortgagee, purchaser in the usual course
of trade, or conventional judgment creditor with an actual money judgment of...
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10A-2A-6.27
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation,
the bylaws, an agreement among stockholders, or an agreement between stockholders and the
corporation may impose restrictions on the transfer or registration of transfer of stock of
the corporation. A restriction does not affect stock issued before the restriction was adopted
unless the holders of the stock are parties to the restriction agreement or voted in favor
of the restriction. (b) A restriction on the transfer or registration of transfer of stock
is valid and enforceable against the corporation, the holder, or a transferee of the holder
if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and
its existence is noted conspicuously on the front or back of the certificate or is contained
in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction
is not enforceable against a person without knowledge of the restriction. (c)...
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10A-2-6.27
Section 10A-2-6.27 Restriction on transfer of shares and other securities. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) The articles of incorporation, bylaws, an agreement among shareholders,
or an agreement between shareholders and the corporation may impose restrictions on the transfer
or registration of transfer of shares of corporation. A restriction does not affect shares
issued before the restriction was adopted unless the holders of the shares are parties to
the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer
or registration of transfer of shares is valid and enforceable against the holder or a transferee
of the holder including an executor, administrator, trustee, guardian, conservator or other
fiduciary entrusted with like responsibility for the person or estate of the holder, provided
the restriction is authorized by this section and, as provided by...
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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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32-8-2
Section 32-8-2 Definitions. For the purpose of this chapter, the following terms shall have
the meanings respectively ascribed to them in this section, except where the context clearly
indicates a different meaning: (1) CURRENT ADDRESS. A new address different from the address
shown on the application or on the certificate of title. The owner, within 30 days after the
address is changed from that shown on the application or on the certificate of title, shall
notify the department of the change of address in the manner prescribed by the department.
(2) DEALER. A person licensed as an automobile or motor vehicle dealer, or travel trailer
dealer and engaged regularly in the business of buying, selling, or exchanging motor vehicles,
trailers, semitrailers, trucks, tractors or other character of commercial or industrial motor
vehicles, or travel trailers in this state, and having in this state an established place
of business. (3) DEPARTMENT. The Department of Revenue of this state. (4)...
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7-8-205
Section 7-8-205 Effect of unauthorized signature on security certificate. An unauthorized signature
placed on a security certificate before or in the course of issue is ineffective, but the
signature is effective in favor of a purchaser for value of the certificated security if the
purchaser is without notice of the lack of authority and the signing has been done by: (1)
an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer
with the signing of the security certificate or of similar security certificates, or the immediate
preparation for signing of any of them; or (2) an employee of the issuer, or of any of the
persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
(Acts 1965, No. 549, p. 811; repealed by Acts 1996, No. 96-742, p. 1241, §1; added by Acts
1996, No. 96-742, p. 1241, §1.)...
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