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10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Acquired entity"
means the corporation or foreign corporation that will have all of one or more classes or
series of its stock acquired in a stock exchange. (2) "Acquiring entity" means the
corporation or foreign corporation that will acquire all of one or more classes or series
of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.01.htm - 4K - Match Info - Similar pages
10A-2A-10.05
Section 10A-2A-10.05 Amendment by board of directors. Unless the certificate of incorporation
provides otherwise, a corporation's board of directors may adopt amendments to the corporation's
certificate of incorporation without stockholder approval: (a) to extend the duration of the
corporation if it was incorporated at a time when limited duration was required by law; (b)
to delete the names and addresses of the incorporators or initial directors; (c) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (d) if the corporation has only one class
of stock outstanding: (1) to change each issued and unissued authorized share of stock of
the class into a greater number of whole shares of stock of that class; or (2) to increase
the number of authorized shares of stock of the class to the extent necessary to permit the
issuance of stock as a stock dividend; (e) to change the corporate name,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.05.htm - 2K - Match Info - Similar pages
10A-2A-13.23
Section 10A-2A-13.23 Perfection of rights; right to withdraw. (a) A stockholder who receives
notice pursuant to Section 10A-2A-13.22 and who wishes to exercise appraisal rights shall
sign and return the form sent by the corporation and, in the case of certificated stock, deposit
the stockholder's certificates in accordance with the terms of the notice by the date referred
to in the notice pursuant to Section 10A-2A-13.22(b)(2)(ii). In addition, if applicable, the
stockholder shall certify on the form whether the beneficial owner of the stock acquired beneficial
ownership of the stock before the date required to be set forth in the notice pursuant to
Section 10A-2A-13.22(b)(1)(i). If a stockholder fails to make this certification, the corporation
may elect to treat the stockholder's stock as after-acquired stock under Section 10A-2A-13.25.
Once a stockholder deposits the certificates or, in the case of uncertificated stock, returns
the signed forms, that stockholder loses all rights as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.23.htm - 2K - Match Info - Similar pages
10A-2A-17.06
Section 10A-2A-17.06 Rights of action. (a) Except in a proceeding authorized under Section
10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in
the right of the corporation pursuant to subsection (b), may bring an action or assert a claim
with respect to the violation of any duty applicable to a benefit corporation or any of its
directors under this article. (b) Except for a proceeding brought under Section 10A-2A-17.05(c),
a proceeding by a stockholder of a benefit corporation claiming violation of any duty applicable
to a benefit corporation or any of its directors under this article: (1) must be brought in
a derivative proceeding pursuant to Division D of Article 7 of this chapter; and (2) may be
brought only by a stockholder of the benefit corporation that at the time of the act or omission
complained of either individually, or together with other stockholders bringing such action
collectively, owned directly or indirectly at least five percent...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.06.htm - 2K - 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-13.24
Section 10A-2A-13.24 Payment. (a) Except as provided in Section 10A-2A-13.25, within 30 days
after the form required by Section 10A-2A-13.22(b)(2)(ii) is due, the corporation shall pay
in cash to those stockholders who complied with Section 10A-2A-13.23(a) the amount the corporation
estimates to be the fair value of their stock, plus interest. (b) The payment to each stockholder
pursuant to subsection (a) must be accompanied by: (1)(i) financial statements of the corporation
that issued the stock to be appraised, consisting of a balance sheet as of the end of a fiscal
year ending not more than 16 months before the date of payment, an income statement for that
year, and a cash flow statement for that year; provided that, if the annual financial statements
are not reasonably available, the corporation shall provide reasonably equivalent financial
information, and (ii) the latest interim financial statements of the corporation, if any;
(2) a statement of the corporation's estimate of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.24.htm - 1K - Match Info - Similar pages
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)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.27.htm - 2K - Match Info - Similar pages
10A-2A-13.30
Section 10A-2A-13.30 Court action. (a) If a stockholder makes demand for payment under Section
10A-2A-13.26 which remains unsettled, the corporation shall commence a proceeding within 60
days after receiving the payment demand and petition the court to determine the fair value
of the stock and accrued interest. If the corporation does not commence the proceeding within
the 60-day period, it shall pay in cash to each stockholder the amount the stockholder demanded
pursuant to Section 10A-2A-13.26 plus interest. (b) The corporation shall commence the proceeding
in the designated court, and if none, the circuit court for the county in which the corporation's
principal office is located in this state, and if none in this state, in the circuit court
for the county in which the corporation's most recent registered office is located. (c) The
corporation shall make all stockholders (regardless of whether they are residents of this
state) whose demands remain unsettled parties to the proceeding...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.30.htm - 2K - Match Info - Similar pages
10A-2A-10.04
Section 10A-2A-10.04 Voting on amendments by voting groups. (a) The holders of the outstanding
stock of a class are entitled to vote as a separate voting group (if stockholder voting is
otherwise required by this chapter) on a proposed amendment to the certificate of incorporation
if the amendment would: (1) effect an exchange or reclassification of all or part of the stock
of the class into stock of another class; (2) effect an exchange or reclassification, or create
the right of exchange, of all or part of the stock of another class into stock of the class;
(3) change the rights, preferences, or limitations of all or part of the stock of the class;
(4) change the stock of all or part of the class into a different number of shares of stock
of the same class; (5) create a new class of stock having rights or preferences with respect
to distributions that are prior or superior to the stock of the class; (6) increase the rights,
preferences, or number of authorized shares of stock of any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.04.htm - 2K - Match Info - Similar pages
10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation
is entitled to inspect and copy, during regular business hours at the corporation's principal
office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding
minutes of meetings of, and records of actions taken without a meeting by, the corporation's
board of directors and board committees established under Section 10A-2A-8.25, if the stockholder
gives the corporation a signed written notice of the stockholder's demand at least five business
days before the date on which the stockholder wishes to inspect and copy. (b) A stockholder
of a corporation is entitled to inspect and copy, during regular business hours at a reasonable
location specified by the corporation, any of the following records of the corporation if
the stockholder meets the requirements of subsection (c) and gives the corporation a signed
written notice of the stockholder's demand at least five...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.02.htm - 6K - Match Info - Similar pages
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