|
27-28-2
Section 27-28-2 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Procedure for exchange. A plan of exchange shall be adopted and become effective
in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors
of each corporate party to the plan of exchange by resolution shall adopt the plan of exchange
which shall set forth the terms and conditions of the exchange and the mode of carrying the
same into effect and such other provisions with respect to the exchange as may be deemed necessary
or desirable. (2) APPROVAL OF COMMISSIONER. - Every plan of exchange, before being submitted
to vote of the stockholders pursuant to subdivision (3) of this section, shall be submitted
for approval to the commissioner in accordance with the following procedure: a. After the
approval required by subdivision (1) of this section is obtained, the domestic company shall
submit to the commissioner three copies of the plan of exchange and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-2.htm - 13K - Match Info - Similar pages
27-28-1
Section 27-28-1 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Authority. A domestic stock insurance company, hereinafter referred to in this chapter
as "domestic company," may cause a corporation to be organized under the laws of
this state or any other state of the United States of America to act as a holding company,
hereinafter referred to in this chapter as "holding company," which may, or may
not, be an insurance corporation, and the domestic company and holding company may adopt a
plan for an exchange of stock or other securities in which stockholders of the domestic company
exchange their stock for shares of stock or other securities issued by the holding company
pursuant to the provisions of Section 27-28-2. Such plan of exchange may provide for a direct
exchange of stock or other securities between the stockholders of the domestic company and
the holding company or may include provision for the merger of a wholly owned subsidiary of
the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-1.htm - 1K - Match Info - Similar pages
10A-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company
may merge or consolidate with or into one or more limited liability companies or other business
entities formed or organized under the laws of this state, any other state, the United States,
or any foreign jurisdiction, with the domestic limited liability company or the other business
entity being the surviving or resulting domestic limited liability company or other business
entity. Except as otherwise specifically provided for in the operating agreement, a merger
shall be approved by each domestic limited liability company which is to merge by all the
members at the time approval of the merger is voted on. (b) Notwithstanding prior approval,
an agreement of merger may be terminated prior to filing articles of merger with the Secretary
of State or amended pursuant to a provision for the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.01.htm - 1K - Match Info - Similar pages
27-27-47
Section 27-27-47 Bulk reinsurance - Domestic stock insurers. (a) A domestic stock insurer may
reinsure all, or substantially all, of its insurance in force or a major class thereof with
another insurer by an agreement of bulk reinsurance, but no such agreement shall become effective
unless filed with the commissioner and approved by him in writing after a hearing thereon.
(b) The commissioner shall approve such agreement within a reasonable time after such filing
unless he finds that it is inequitable to the stockholders of the domestic insurer or would
substantially reduce the protection or service to its policyholders. If the commissioner does
not approve the agreement, he shall so notify the insurer in writing, specifying his reasons
therefor. If the commissioner does not approve or disapprove such agreement and notify the
insurer thereof in writing within 30 days after such filing, it shall conclusively be presumed
that the agreement is approved by the commissioner. (Acts 1971, No....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-47.htm - 1K - Match Info - Similar pages
27-28-3
Section 27-28-3 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Fees, etc., for promotion of plan. No director, officer, agent, or employee of any
corporation which is a party to the plan of exchange, except as is expressly provided by the
plan filed with the commissioner, shall receive any fee, commission, other compensation, or
valuable consideration whatever for in any manner aiding, promoting, or assisting in the promotion
of the plan of exchange. (Acts 1971, No. 1449, p. 2472.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-3.htm - 827 bytes - Match Info - Similar pages
10A-4-4.02
Section 10A-4-4.02 Merger and conversion. (a) A domestic professional corporation may convert
to or merge with another corporation, professional corporation, or another type of entity,
domestic or foreign, under the Alabama Business Corporation Law, or may merge with or convert
to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation,
or conversion, if the surviving or new corporation or converted entity, as the case may be,
is to render professional services in Alabama, it shall comply with the provisions of this
chapter. (b) An unincorporated professional association organized under Article 1 of Chapter
30 may merge or consolidate with a professional corporation organized under this chapter.
In the merger, the procedure specified in the Alabama Business Corporation Law shall apply,
provided that: (1) The surviving corporation shall be a domestic professional corporation,
(2) The following terms, when used in the Alabama Business Corporation Law...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-4.02.htm - 2K - Match Info - Similar pages
27-27-40
Section 27-27-40 Loans by domestic insurers. (a) A domestic stock or mutual insurer may borrow
money to defray the expenses of its organization, provide it with surplus funds or for any
purpose of its business, upon a written agreement that such money is required to be repaid
only out of the insurer's surplus in excess of that stipulated in such agreement. The agreement
may provide for interest at a reasonable rate per annum, which interest shall, or shall not,
constitute a liability of the insurer as to its funds other than such excess of surplus, as
stipulated in the agreement. No commission or promotion expense shall be paid in connection
with any such loan. (b) Money so borrowed, together with the interest thereon if so stipulated
in the agreement, shall not form a part of the insurer's legal liabilities except as to its
surplus in excess of the amount thereof stipulated in the agreement or be the basis of any
setoff, but, until repaid, financial statements filed or published by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-40.htm - 2K - Match Info - Similar pages
5-13B-2
Section 5-13B-2 Definitions. For purposes of this article: (a) "Acquire" means: (1)
For a company to merge or consolidate with a bank holding company; (2) For a company to assume
direct or indirect ownership or control of: (I) More than 25 percent of any class of voting
shares of a bank holding company or a bank, if the acquiring company was not a bank holding
company prior to such acquisition; (II) More than five percent of any class of voting shares
of a bank holding company or a bank, if the acquiring company was a bank holding company prior
to such acquisition; or (III) All or substantially all of the assets of a bank holding company
or a bank; or (3) For a company to take any other action that results in the direct or indirect
acquisition of control by such company of a bank holding company or a bank; however, formation
of a de novo bank pursuant to Chapter 5A of this title is not an acquisition for purposes
of this article. (b) "Affiliate" has the meaning set forth in Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-13B-2.htm - 4K - Match Info - Similar pages
27-3-16
Section 27-3-16 Lloyd's insurers. Aggregations of individuals as underwriters, whether domestic,
foreign, or alien, assuming insurance risks upon the plan known as "Lloyd's," whereby
each underwriter is liable for the proportionate part assumed by him of the whole amount so
insured by a policy issued by such underwriters, may be authorized to transact any kind, or
kinds, of insurance in this state other than life or title insurances if the insurer is otherwise
in compliance with this title, subject to the following conditions: (1) If a foreign or alien
insurer, it must have successfully been in business as an authorized insurer in the state
or country of domicile for at least 10 years. (2) If a domestic insurer, it must file with
the commissioner evidence, satisfactory to him, that it has been soundly organized and that
its insurance operations will, at all times, be competently conducted by individuals having
the necessary experience in insurance underwriting and management to do so,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-3-16.htm - 2K - Match Info - Similar pages
10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent
organizations pursuant to this article, and a plan of merger, if: (1) the governing statute
of each of the other organizations authorizes the merger; (2) the merger is not prohibited
by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of
the other organizations complies with its governing statute in effecting the merger. (b) A
plan of merger must be in writing and must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.02.htm - 4K - Match Info - Similar pages
|