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7-8-110
Section 7-8-110 Applicability; choice of law. (a) The local law of the issuer's jurisdiction,
as specified in subsection (d), governs: (1) the validity of a security; (2) the rights and
duties of the issuer with respect to registration of transfer; (3) the effectiveness of registration
of transfer by the issuer; (4) whether the issuer owes any duties to an adverse claimant to
a security; and (5) whether an adverse claim can be asserted against a person to whom transfer
of a certificated or uncertificated security is registered or a person who obtains control
of an uncertificated security. (b) The local law of the securities intermediary's jurisdiction,
as specified in subsection (e), governs: (1) acquisition of a security entitlement from the
securities intermediary; (2) the rights and duties of the securities intermediary and entitlement
holder arising out of a security entitlement; (3) whether the securities intermediary owes
any duties to an adverse claimant to a security...
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28-9-7
Section 28-9-7 Transfer of wholesaler's business. (a) Upon written notice of intent to transfer
the wholesaler's business, any individual owning or deceased individual who owned an interest
in a wholesaler may transfer the wholesaler's business to a designated member, or to any other
person who meets the nondiscriminatory, material and reasonable qualifications and standards
required by the supplier for Alabama wholesalers. The consent or approval of the supplier
shall not be required of any transfer of the wholesaler's business, including the assignment
of wholesaler's rights under the agreement, to a designated member or shall not be withheld
or unreasonably delayed to a proposed transferee (other than a designated member) who meets
such nondiscriminatory, material and reasonable qualifications and standards. Provided, however,
the supplier shall have the burden of proving that the proposed transferee fails to meet such
qualifications and standards which are nondiscriminatory,...
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45-2-22.07
Section 45-2-22.07 Transfer of wholesaler business. (a) Upon written notice of intent to transfer
the wholesaler's business, any individual owning or deceased individual who owned an interest
in a wholesaler may transfer the wholesaler's business to a designated member, or any other
person who meets the nondiscriminatory, material, and reasonable qualifications and standards
required by the supplier for Alabama wholesalers. The consent or approval of the supplier
shall not be required of any transfer of the wholesaler's business, including the assignment
of wholesaler's rights under the agreement, to a designated member or shall not be withheld
or unreasonably delayed to a proposed transferee (other than a designated member) who meets
such nondiscriminatory, material, and reasonable qualifications and standards. Provided, however,
the supplier shall have the burden of proving that the proposed transferee fails to meet such
qualifications and standards which are nondiscriminatory,...
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45-49-23.06
Section 45-49-23.06 Transfer of wholesaler business. (a) Upon written notice of intent to transfer
the wholesaler's business, any individual owning or deceased individual who owned an interest
in a wholesaler may transfer the wholesaler's business to a designated member, or any other
person who meets the nondiscriminatory, material, and reasonable qualifications and standards
required by the supplier for Alabama wholesalers. The consent or approval of the supplier
shall not be required of any transfer of the wholesaler's business, including the assignment
of wholesaler's rights under the agreement, to a designated member or shall not be withheld
or unreasonably delayed to a proposed transferee (other than a designated member) who meets
such nondiscriminatory, material, and reasonable qualifications and standards. Provided, however,
the supplier shall have the burden of proving that the proposed transferee fails to meet such
qualifications and standards which are nondiscriminatory,...
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7-3-106
Section 7-3-106 Unconditional promise or order. (a) Except as provided in this section, for
the purposes of Section 7-3-104(a), a promise or order is unconditional unless it states (i)
an express condition to payment, (ii) that the promise or order is subject to or governed
by another writing, or (iii) that rights or obligations with respect to the promise or order
are stated in another writing. A reference to another writing does not of itself make the
promise or order conditional. (b) A promise or order is not made conditional (i) by a reference
to another writing for a statement of rights with respect to collateral, prepayment, or acceleration,
or (ii) because payment is limited to resort to a particular fund or source. (c) If a promise
or order requires, as a condition to payment, a countersignature by a person whose specimen
signature appears on the promise or order, the condition does not make the promise or order
conditional for the purposes of Section 7-3-104(a). If the person...
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45-37-21.08
Section 45-37-21.08 Transfer of business of wholesaler. (a) Upon written notice of intent to
transfer the business of the wholesaler, any individual owning or deceased individual who
owned an interest in a wholesaler may transfer the business of the wholesaler to a designated
member, or any other person who meets the nondiscriminatory, material, and reasonable qualifications
and standards required by the supplier for Alabama wholesalers. The consent or approval of
the supplier shall not be required of any transfer of the business of the wholesaler, including
the assignment of the rights of the wholesaler under the agreement, to a designated member
or shall not be withheld or unreasonably delayed to a proposed transferee, other than a designated
member, who meets such nondiscriminatory, material, and reasonable qualifications and standards.
Provided, however, the supplier shall have the burden of proving that the proposed transferee
fails to meet such qualifications and standards which...
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8-9B-9
Section 8-9B-9 Defenses, liability, and protection of transferee. (a) A transfer is not voidable
under Section 8-9B-5(a)(1) against a person that took in good faith and for a reasonably equivalent
value given the debtor or against any subsequent transferee that took in good faith. (b) To
the extent a transfer is avoidable in an action by a creditor under Section 8-9B-8(a)(1),
the following rules apply: (1) Except as otherwise provided in this section, the creditor
may recover judgment for the value of the asset transferred, as adjusted under subsection
(c), or the amount necessary to satisfy the creditor's claim, whichever is less. The judgment
may be entered against: (i) the first transferee of the asset or the person for whose benefit
the transfer was made; or (ii) any subsequent transferee, other than: (A) a good-faith transferee
that took for value; or (B) a subsequent transferee of a person described in clause (A). (2)
Recovery pursuant to Section 8-9B-8(a)(1) or (b) of or from...
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10A-2A-7.32
Section 10A-2A-7.32 Stockholder agreements. (a) An agreement among the stockholders of a corporation
that complies with this section is effective among the stockholders and the corporation even
though it is inconsistent with one or more other provisions of this chapter in that it: (1)
eliminates the board of directors or restricts the discretion or powers of the board of directors;
(2) governs the authorization or making of distributions, regardless of whether they are in
proportion to ownership of stock, subject to the limitations in Section 10A-2A-6.40; (3) establishes
who shall be directors or officers of the corporation, or their terms of office or manner
of selection or removal; (4) governs, in general or in regard to specific matters, the exercise
or division of voting power by or between the stockholders and directors or by or among any
of them, including use of weighted voting rights or director proxies; (5) establishes the
terms and conditions of any agreement for the transfer...
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7-9A-311
Section 7-9A-311 Perfection of security interests in property subject to certain statutes,
regulations, and treaties. (a) Security interest subject to other law. Except as otherwise
provided in subsection (d), the filing of a financing statement is not necessary or effective
to perfect a security interest in property subject to: (1) a statute, regulation, or treaty
of the United States whose requirements for a security interest's obtaining priority over
the rights of a lien creditor with respect to the property preempt Section 7-9A-310(a); (2)
Chapter 8 or Chapter 20 of Title 32 or another statute of this state which provides for a
security interest to be indicated on a certificate of title as a condition or result of the
security interest's obtaining priority over the rights of a lien creditor with respect to
the collateral, or any central filing system created by another statute of this state governing
perfection of a security interest in collateral that is subject to this article;...
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7-9A-614
Section 7-9A-614 Contents and form of notification before disposition of collateral: Consumer-goods
transaction. In a consumer-goods transaction, the following rules apply: (1) A notification
of disposition must provide the following information: (A) the information specified in Section
7-9A-613(1); (B) a description of any liability for a deficiency of the person to which the
notification is sent; (C) a telephone number from which the amount that must be paid to the
secured party to redeem the collateral under Section 7-9A-623 is available; and (D) a telephone
number or mailing address from which additional information concerning the disposition and
the obligation secured is available. (2) A particular phrasing of the notification is not
required. (3) The following form of notification, when completed, provides sufficient information:
Name and address of secured party Date NOTICE OF OUR PLAN TO SELL PROPERTY Name and address
of any obligor who is also a debtor Subject: ___...
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