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23-69-146. Effect of exchange under plan of exchange.
Arkansas Code — all titles (historical 2020) · legal_authorities
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 spe
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-146
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-69-146
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 96dbfbc7f291f425e0aa48dd99e83275c2b5140f320a2699546de2352670fdce
Source location: content.xml paragraph 40921
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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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-144. Agreement or adoption of plan for merger, consolidation, or plan of exchange of shares.
(a) The directors, or a majority of them, of the corporations as desire to merge or consolidate or adopt a plan of exchange of shares pursuant to § 23-69-142 or § 23-69-143 shall enter into an agreement or adopt a plan signed by them and under the corporate seals of the respective corporations prescribing the terms and conditions of the merger or consolidation or plan of exchange of shares, the mode of carrying the same into effect, provisions with respect to abandonment, the effective date of the proposal or method of determination thereof and stating such other facts as are deemed applicable among those necessary to be set out in articles of incorporation, as provided in § 23-69-105, as well as the manner and basis of any issuance, conversion, or exchange of shares of stock involved in the proposal, and with such other details and provisions as are deemed necessary or desirable.
(b)(1) The agreement of merger or consolidation shall be submitted to the stockholders, in the case of a stock insurer, or members, in the case of a mutual insurer, of each corporation at meetings thereof and called for the purpose of taking it into consideration. A plan of exchange of shares shall be submitted to the stockholders of the insurer to be acquired at a meeting thereof called for that purpose.
(2) Notice shall be given of the time, place, and object of the meeting to each stockholder or member of record, whether entitled to vote or not.
(3) At the meeting, the agreement or plan shall be considered and a vote by ballot, in person or by proxy, shall be taken for the adoption or rejection of the agreement or plan.
(4) If the votes of stockholders, in the case of a stock insurer
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-144
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-144. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-148. Nonconsenting stockholders.
(a) If any stockholder entitled to vote in any domestic insurer on a proposal to merge or consolidate, or on a proposal to adopt a plan of exchange as provided in §§ 23-69-101 — 23-69-103, 23-69-105 — 23-69-141, 23-69-143, and 23-69-149 — 23-69-156, votes against the same and, at or prior to the taking of the vote, shall object thereto in writing or if any stockholder of record in the corporation, not entitled to vote thereon, at or prior to the taking of the vote, shall object thereto in writing, and if, in either case, the stockholder, within twenty (20) days after the taking of the vote, shall demand in writing that the surviving, consolidated, or acquired corporation make payment of the fair cash value of his or her stock, the surviving, consolidated, or acquired corporation, within thirty (30) days after the agreement of merger or consolidation or plan of exchange becomes effective as provided in § 23-69-144, shall pay to the objecting stockholder the fair cash value of his or her stock as of the day before the vote was taken.
(b)(1) In case of disagreement as to the fair cash value, any stockholder, or the surviving or consolidated or acquired corporation, within sixty (60) days after the agreement or plan has become effective as described in this section and upon notice to the opposite party, may petition the circuit court of the county in which the principal office of the surviving, consolidated, or acquired corporation is established to appoint, and the court shall appoint, three (3) appraisers to appraise the value of the stock.
(2) The award of the appraisers, or a majority of them, if no written objection thereto is filed by either party within ten (10) days after the award has been filed in court, shall be final
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-148
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-148. This identifies an authority to review, not proof of applicability.