Code of Alabama

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27-27-45
Section 27-27-45 Merger and consolidations - Domestic stock insurers. (a) A domestic stock
insurer may merge or consolidate with one or more domestic or foreign stock insurers by complying
with the applicable provisions of the statutes of this state governing the merger or consolidation
of stock corporations formed for profit, but subject to subsections (b) and (c) of this section.
(b) No such merger or consolidation shall be effectuated unless in advance thereof the plan
and agreement therefor have been filed with the commissioner and approved in writing by him
after a hearing thereon. The commissioner shall give such approval within a reasonable time
after such filing unless he finds such plan or agreement: (1) Is contrary to law; (2) Inequitable
to the stockholders of any domestic insurer involved; or (3) Would substantially reduce the
security of, and service to be rendered to, policyholders of the domestic insurer in this
state or elsewhere. (c) No director, officer, agent, or...
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27-29-3
Section 27-29-3 Acquisition of control of, or merger with, domestic insurers. (a)(1) No person
other than the issuer shall make a tender offer for or a request or invitation for tenders
of, or enter into any agreement to exchange securities for, seek to acquire, or acquire in
the open market any voting security of a domestic insurer if, after the consummation thereof,
such person would, directly or indirectly, or by conversion or by exercise of any right to
acquire, be in control of such insurer, and no person shall enter into an agreement to merge
with or otherwise to acquire control of a domestic insurer, or any person controlling a domestic
insurer unless, at the time any such offer, request, or invitation is made or any such agreement
is entered into, or prior to the acquisition of such securities if no offer or agreement is
involved such person has filed with the commissioner and has sent to such insurer a statement
containing the information required by this section and such...
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37-6-21
Section 37-6-21 Sale, lease or encumbrance of property; offeror's disclosure statement; invitations
for competing or alternative proposals; exceptions; effect of violation. A cooperative may
not sell or lease all or any substantial portion of its property, unless such sale or lease
is authorized at a duly held meeting of the members thereof by the affirmative vote of not
less than two thirds of all the members of the cooperative and unless the notice of such sale
or lease shall have been contained in the notice of the meeting. A cooperative acting through
its board of trustees may mortgage, by mortgage or deed of trust, pledge or otherwise encumber,
to secure any indebtedness of the cooperative, all or any portion of its property, assets
and the revenues and income therefrom, from time to time, when authorized by the affirmative
vote of a majority of its members at a duly held meeting after proper notice thereof. The
board of trustees of a cooperative, without authorization of the...
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5-5A-44
Section 5-5A-44 Acquisition of majority of voting shares of a bank; procedure. (a) No person,
acting directly or indirectly or through or in concert with one or more persons, may acquire
control of a state bank or of any corporation or other entity having control of a state bank,
unless an application is filed with the superintendent for review of the proposed transaction
and for his or her action, if any, as provided in this section. (b) The application shall
be on a form prescribed by the superintendent and shall be made under oath. The application
must contain all information that the superintendent by regulation requires to be furnished
in an application, as well as any information that the superintendent orders to be included
in the particular application being filed and shall be accompanied by the filing fee prescribed
by the Banking Board. For the purposes of this section, the Banking Board may reduce or waive
any prescribed fees for applications where a change of control...
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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...
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25-4-10
Section 25-4-10 Employment. (a) Subject to other provisions of this chapter, "employment"
means: (1) Any service performed prior to January 1, 1978, which was employment as defined
in this section prior to such date and, subject to the other provisions of this section, services
performed for remuneration after December 31, 1977, including service in interstate commerce,
by: a. Any officer of a corporation; or b. Any individual who, under the usual common law
rules applicable in determining the employer-employee relationship, has the status of an employee;
or c. Any individual other than an individual who is an employee under paragraphs a. or b.
of this subdivision (1) who performs services for remuneration for any person: 1. As an agent-driver
or commission-driver engaged in distributing meat products, bakery products, beverages (other
than milk) or laundry or dry cleaning services for a principal; 2. As a traveling or city
salesman engaged upon a full-time basis in the solicitation on...
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27-27-46
Section 27-27-46 Merger and consolidations - Domestic mutual insurers. (a) A domestic mutual
insurer may merge or consolidate with another insurer under the applicable procedures prescribed
by the statutes of this state applying to corporations formed for profit, except as provided
in this section. (b) The plan and agreement for merger or consolidation shall be submitted
to, and approved by, at least two-thirds of the members of each mutual insurer voting thereon
at meetings called for the purpose pursuant to such reasonable notice and procedure as has
been approved by the commissioner. If a life insurer, right to vote may be limited to members
whose policies are other than term and group policies and have been in effect for more than
one year. (c) No such merger or consolidation shall be effectuated unless in advance thereof
the plan and agreement therefor have been filed with the commissioner and approved by him
in writing after a hearing thereon. The commissioner shall give such...
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27-34-48
Section 27-34-48 Consolidation or merger - Procedure. (a) A domestic society may consolidate
or merge with any other society by complying with the provisions of this section. It shall
file with the commissioner: (1) A certified copy of the written contract containing, in full,
the terms and conditions of the consolidation or merger; (2) A sworn statement by the president
and secretary, or corresponding officers, of each society showing the financial condition
thereof on a date fixed by the commissioner, but not earlier than December 31 next preceding
the date of the contract; (3) A certificate of such officers, duly verified by their respective
oaths, that the consolidation or merger has been approved by a two-thirds vote of the supreme
legislative or governing body of each society; and (4) Evidence that at least 60 days prior
to the action of the supreme legislative or governing body of each society, the text of the
contract has been furnished to all members of each society, either by...
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27-31-28
Section 27-31-28 Merger or conversion of domestic insurer. (a) A domestic reciprocal insurer,
upon affirmative vote of not less than two thirds of its subscribers who vote on such merger,
pursuant to due notice and the approval of the commissioner of the terms therefor, may merge
with another reciprocal insurer or be converted to a stock or mutual insurer. (b) Such a stock
or mutual insurer shall be subject to the same capital or surplus requirements and shall have
the same rights as a like domestic insurer transacting like kinds of insurance. (c) The commissioner
shall not approve any plan for such merger or conversion which is inequitable to subscribers
or which, if for conversion to a stock insurer, does not give each subscriber preferential
right to acquire stock of the proposed insurer proportionate to his interest in the reciprocal
insurer, as determined in accordance with Section 27-31-27 and a reasonable length of time
within which to exercise such right. (Acts 1971, No. 407,...
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27-55-2
Section 27-55-2 Definitions. As used in this chapter, these terms shall have the following
meanings: (1) ABUSE. The occurrence of one or more of the following acts by a family or household
member, as defined by subdivision (3) of subsection (b) of Section 15-10-3: a. Attempting
to cause or intentionally, knowingly, or recklessly causing another person, including a minor
child, bodily injury, severe emotional injury, or psychological trauma or conduct which constitutes
the crime of rape. b. Intentionally following another person, including a minor child, without
proper authority, under circumstances that place the person in reasonable fear of bodily injury
or physical harm. c. Subjecting another person, including a minor child, to false imprisonment
or kidnapping. d. Attempting to cause or intentionally, knowingly, or recklessly causing damage
to property to intimidate or attempt to control the behavior of another person, including
a minor child. e. Assault, child abuse, criminal...
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