(a) A domestic stock insurer may convert to a Delaware ordinary business corporation through the following procedures: (1) The insurer must give the Commissioner written notice of its intent to convert to an ordinary business corporation; (2) The insurer must bulk reinsure all of its insurance in force, if any, with another authorized insurer under a bulk reinsurance agreement approved by the Commissioner as provided in § 4944 of this title. The agreement of bulk reinsurance may be made contingent upon approval of stockholders as provided in paragraph (a)(4) of this section below; (3) The insurer must set aside in a special reserve fund, in such amount and subject to such administration as may be found by the Commissioner to be adequate and reasonable for the purpose, for payment of all obligations, if any, of the insurer incurred by it under its insurance contracts prior to the effective date of such bulk reinsurance and remaining unpaid or make other reasonable disposition satisfactory to the Commissioner for such payment; (4) The proposed conversion must be approved by affirmative vote of not less than 2/ of the holders of each class of the outstanding 3 securities of the insurer having voting rights at a special meeting of holders of such securities called for the purpose. At such meeting and by a like vote the certificate of incorporation of the corporation must be amended to remove therefrom the power to transact an insurance business as an insurer and to provide for such new powers and purposes as may be consistent with the purposes for which the corporation is thereafter to exist; (5) Security holders of the corporation who dissent from such proposed conversion shall have the same applicable rights as exist under the general corporation laws of this State with respect to dissent from a proposed merger of the corporation; (6) Upon compliance with paragraphs (a)(1) through (4) of this section above, and upon filing of the amendment of the certificate of incorporation as required by law, the conversion shall thereupon become effective. (b) An insurer which has once converted to an ordinary business corporation shall not have the power thereafter to reconvert to an insurer.
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