7112 – Vesting of Property in Surviving or Consolidated Company; Assumption of Liabilities.
§ 7112. Vesting of property in surviving or consolidated company; assumption of liabilities. Upon the merger or consolidation of any companies in the manner herein provided, all the rights, franchises and interests of the constituent companies, in and to every species of property, real, personal and mixed, and things in action thereunto belonging, shall be […]
7113 – Transfer of Deposits to Surviving or Consolidated Company.
§ 7113. Transfer of deposits to surviving or consolidated company. If any constituent company in a merger or consolidation under the provisions of this article shall have on deposit with the superintendent securities held for the benefit and protection of all of its policyholders or policyholders and creditors within the United States, the superintendent is […]
7104 – Company Approval of Merger or Consolidation Agreement.
§ 7104. Company approval of merger or consolidation agreement. (a) When any domestic company shall propose to enter into an agreement of merger or consolidation, the board of directors, trustees or other governing body shall, except as provided by section seven thousand one hundred seven of this article, submit the question of such agreement to […]
7105 – Approval by Superintendent.
§ 7105. Approval by superintendent. (a) Upon the adoption of an agreement of merger or consolidation, or an agreement for the acquisition of assets, the proposed agreement shall be executed by the president and attested by the secretary, or officers corresponding to either of them, under the corporate seal of each of the constituent or […]
7106 – Merger or Consolidation Between Domestic and Foreign Companies; Certificate of Approval.
§ 7106. Merger or consolidation between domestic and foreign companies; certificate of approval. (a) In case of a merger or consolidation between a domestic and a foreign company, the agreement of merger or consolidation shall be executed by the proper officers of said foreign company when they are duly authorized thereto by such action on […]
7107 – Expedited Approval; Mutual Property/casualty Insurance Companies.
§ 7107. Expedited approval; mutual property/casualty insurance companies. If in the judgment of the superintendent the interests of the policyholders require it, a domestic mutual property/casualty insurance company may, after obtaining the tentative approval of the superintendent and subject to his final approval, enter into an agreement of merger or consolidation with an authorized assuming […]
7108 – Filing of Agreement of Merger or Consolidation.
§ 7108. Filing of agreement of merger or consolidation. A duplicate or certified copy of the agreement of merger or consolidation with the approval of the superintendent endorsed thereon shall be filed in the office of the clerk of the county where the principal office of each domestic constituent company is located and upon such […]
7109 – Limitation on Enlargement of Powers.
§ 7109. Limitation on enlargement of powers. This article shall not enlarge the charter powers of any company except in conformity with the provisions of the proposed charter of the surviving or consolidated company as provided in section seven thousand one hundred three of this article, nor authorize any company to do any kind of […]
7101 – Definitions.
§ 7101. Definitions. In this article: (a) “Merger” means the merger of two or more companies in a single company which is one of the constituent companies. (b) “Consolidation” means the consolidation of two or more companies into a single new company. (c) “Constituent company” means an existing company that is participating in the merger […]
7102 – Merger, Consolidation and Acquisition of Assets; When Permitted.
§ 7102. Merger, consolidation and acquisition of assets; when permitted. (a) Upon complying with this article and subject to section seven thousand one hundred nine of this article, any domestic company is hereby authorized and empowered to: (1) consolidate, merge with or acquire the assets of any other domestic company, and (2) consolidate or merge […]