17:27B-3 - Plan of acquisition
17:27B-3. Plan of acquisition
(1) The board of directors of the parent corporation which seeks to acquire the minority interests in its subsidiary insurer shall adopt a plan for such acquisition.
(2) The plan of acquisition shall set forth:
(a) The name of the subsidiary insurer;
(b) The total number of issued and outstanding shares of each class of voting stock of the subsidiary insurer, the number of its shares owned by the parent corporation and, if either of the foregoing is subject to change prior to the effective date of acquisition, the manner in which any change may occur;
(c) The terms and conditions of the plan, including the manner and basis of exchanging the shares to be acquired for shares or other securities of the parent corporation, for cash, other consideration, or any combination of the foregoing, the proposed effective date of acquisition, and a statement clearly describing the rights of shareholders dissenting from the plan;
(d) If the parent corporation is not authorized to do business in this State, its consent to the enforcement against it in this State of the rights of shareholders pursuant to the plan or the rights of shareholders dissenting from the plan, and a designation of the commissioner as the agent upon whom process may be served against the parent corporation in any action or proceeding to enforce any such rights; and
(e) Such other provisions with respect to the plan as the board of directors of the parent corporation deems necessary or desirable, or as the commissioner may prescribe.
L.1971, c. 132, s. 3, eff. May 6, 1971.