§ 23-69-146 - Effect of exchange under plan of exchange. - Arkansas Statutes

23-69-146. Effect of exchange under plan of exchange.

(a) (1) When the plan of exchange of shares, as filed with the Insurance Commissioner as required under 23-69-144, becomes effective, the exchange provided for therein is considered to have been consummated, and each shareholder of the domestic stock insurance company acquired ceases to be a shareholder of the company.

(2) The ownership of all shares of the issued and outstanding stock of the company, except shares payment of the value of which is required to be made by the company under 23-69-148, vests in the acquiring person automatically without any physical transfer or deposit of certificates representing the shares.

(3) All shares, payment of the value of which is required to be made by the company under 23-69-148, are considered no longer outstanding shares of the company.

(4) The acquiring person thereupon becomes the sole shareholder of the domestic stock insurance company and has all the rights, privileges, immunities, and powers and, except as otherwise provided, is subject to all of the duties and liabilities to the extent provided by law of a shareholder of an insurance company organized under the laws of this state.

(b) (1) Certificates representing shares of the domestic insurance company to be acquired prior to the plan of exchange becoming effective, except certificates representing shares payment of the value of which is required under 23-69-148, shall, after the plan of exchange becomes effective, represent:

(A) Shares of the issued and outstanding capital stock or other securities issued by the acquiring persons; and

(B) The right, if any, to receive cash or other consideration upon such terms as are specified in the plan of exchange.

(2) However, the plan of exchange may specify that all certificates shall, after the plan of exchange becomes effective, represent only the right to receive shares of stock or other securities issued by the acquiring person, or cash or other consideration or any combination thereof upon such terms as are specified in the plan of exchange.