§ 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. (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 […]
§ 7103. Content of merger or consolidation agreement, and of charter of surviving or consolidated company. (a) Any agreement for merger or consolidation shall contain the proposed charter of the surviving or consolidated company and such other particulars as may be necessary to explain and make manifest the objects and purposes of the surviving or […]
§ 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. (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. (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. 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. 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. 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 […]
§ 7110. Fees; certification; prohibitions; penalty. (a) Whenever an agreement of consolidation or merger or for the acquisition of assets, or a plan for acquisition of minority interests in a subsidiary insurer as provided in section seven thousand one hundred eighteen of this article, shall be filed with the superintendent, there shall also be filed […]
§ 7111. Proof of proceedings of meeting and action of company. A certified copy of the proceedings of any meeting made by the secretary thereof or of the action of any company made by the secretary of such company, subscribed and affirmed by him as true under the penalties of perjury, shall be presumptive evidence […]
§ 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. 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 […]
§ 7114. Pending actions. No action or proceeding, pending at the time of the merger or consolidation to which either of the constituent companies may be a party, shall be abated or discontinued by reason of such merger or consolidation, but the same may be prosecuted to final judgment in the same manner as if […]
§ 7115. Shareholders’ liability. The shareholders of a stock company merging or consolidating shall continue subject to all the liabilities, claims and demands existing against them as such at or before such merger or consolidation.
§ 7116. Liability of members of assessment company to continue. In case of a merger or consolidation of assessment companies the liability of members thereof to assessments shall continue and be transferred to the surviving or consolidated company.
§ 7117. Return of shares of constituent company. A surviving or consolidated company may require the return of the original certificates of stock held by each shareholder in each constituent company, and issue in lieu thereof new certificates for such number of its own shares as such shareholder may be entitled to receive.
§ 7118. Plan for acquisition of minority interests in a subsidiary insurer. (a) Definitions. In this section: (1) “Parent” means a corporation directly or indirectly owning at least ninety-five percent of the aggregate issued and outstanding shares of all classes of voting shares of a subsidiary. (2) “Subsidiary” means a domestic company whose voting shares […]
§ 7119. Appraisal of shares of dissenting shareholder on merger or consolidation of domestic company or on acquisition of minority interests in a subsidiary insurer. (a) A shareholder of a domestic company, by complying with section six hundred twenty-three of the business corporation law except as otherwise provided in subsections (b) and (c) hereof, shall […]
§ 7120. Redomestication of foreign insurance companies. (a) Definitions. In this section: (1) “Redomestication” means the transfer to this state of the corporate domicile of an authorized foreign company, as provided for in this section. (2) “Transferring company” means any authorized foreign company seeking redomestication. (b) A transferring company shall: (1) file with the superintendent […]
