10A-2A-11.04
permitted by Section 10A-2A-10.05, its certificate of incorporation will not be changed; and (3) each stockholder of the corporation whose stock was outstanding immediately before the effective date of the merger or stock exchange will hold the same number of shares of stock, with identical preferences, rights and limitations, immediately after the effective date of the merger. (i) If as a result of a merger or stock exchange one or more stockholders of a corporation will have new personal liability with respect to the surviving organization or the acquiring entity, approval of the plan of merger or stock exchange will be ineffective without the consent to the plan of merger or stock exchange of the stockholder who will have new personal liability. A stockholder does not give consent required in this subsection (i) merely by consenting to a provision in the certification of incorporation, the bylaws, or an agreement of the stockholders, that allows for a plan of merger or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights, and to obtain payment of the fair value of that stockholder's stock, in the event of any of the following corporate actions: (1) consummation of a merger to which the corporation is a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05 or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights shall not be available to any stockholder of the corporation with respect to stock of any class or series that remain outstanding after consummation of the merger; (2) consummation of a stock exchange to which the corporation is a party the stock of which will be acquired, except that appraisal rights shall not be available to any stockholder of the corporation with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive insurance company or industrial insured group formed as a stock or mutual corporation may be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor and this section. (b) A plan for this conversion or merger shall satisfy both of the following: (1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders, in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder of a mutual insurer in substantially the same manner and subject to the same rights and conditions as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01, of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy all of the following: (1) The conversion shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-21.htm - 5K - Match Info - Similar pages
5-5A-44
has approved the acquiring party's acquisition plan. All persons with whom the acquiring party acts directly, indirectly, through, or in concert with to acquire control shall be identified in the application and shall provide all information required by the superintendent. The acquiring party shall file its application with the superintendent, and the application shall, except to the extent expressly waived by the superintendent, contain the following information: (1) The identity, personal history, business background, and experience of each person by whom or on whose behalf the acquisition is to be made, including his or her material business activities and affiliations during the past five years, and a description of any material pending legal or administrative proceedings in which he or she is a party and any criminal indictment or conviction of such person by a state or federal court. (2) A statement of the assets and liabilities of each person by whom or on whose behalf...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-5A-44.htm - 11K - Match Info - Similar pages
10A-1-1.03
limited liability company or association, a member; and (D) with respect to another foreign or domestic entity, an owner of an equity interest in that entity. (69) OWNERSHIP INTEREST. An owner's interest in an entity. The term includes the owner's share of profits and losses or similar items and the right to receive distributions. The term does not include an owner's right to participate in management or participate in the direction or oversight of the entity. An ownership interest is personal property. (70) PARENT or PARENT ENTITY. An entity that: (A) owns at least 50 percent of the ownership or membership interest of a subsidiary; or (B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary. (71) PARTNER. A limited partner or general partner. (72) PARTNERSHIP. Includes a general partnership, a limited liability partnership, a foreign limited liability partnership, a limited partnership, a foreign limited partnership, a limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
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
10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has been adopted and approved as required by this article, then a statement of merger shall be signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement of merger must set forth: (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 designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.06.htm - 6K - Match Info - Similar pages
10A-1-8.02
the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing documents of the corporation provide for approval of a merger by less than all of the corporation's stockholders, approval of the merger shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the surviving entity, notwithstanding any provision in the governing documents of the corporation that is a party to the merger providing for less than unanimous stockholder approval for the conversion. b. In the case of a nonprofit corporation that is a party to the merger, a plan of merger must be approved by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit corporation with members with voting rights, or as otherwise provided...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-2A-13.21
Section 10A-2A-13.21 Notice of intent to demand payment and consequences of voting or consenting. (a) If a corporate action specified in Section 10A-2A-13.02(a) is submitted to a vote at a stockholders' meeting, a stockholder who wishes to assert appraisal rights with respect to any class or series of stock: (1) shall deliver to the corporation, before the vote is taken, written notice of the stockholder's intent to demand payment if the proposed action is effectuated; and (2) shall not vote, or cause or permit to be voted, any stock of the class or series in favor of the proposed action. (b) If a corporate action specified in Section 10A-2A-13.02(a) is to be approved by written consent, a stockholder who wishes to assert appraisal rights with respect to any class or series of stock shall not sign a consent in favor of the proposed action with respect to that class or series of stock. (c) If a corporate action specified in Section 10A-2A-13.02(a) does not require stockholder approval...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.21.htm - 1K - Match Info - Similar pages
10A-2A-9.12
after the conversion. (e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the plan of conversion requires (i) the approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and (ii) the approval of each class or series of stock voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group. (f) If as a result of the conversion one or more stockholders of the converting corporation would become subject to personal liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each stockholder who would become subject to personal liability, of a separate written consent to become subject to personal liability. (Act 2019-94, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
|