As used in this chapter, the following words and phrases shall have the meanings as ascribed in this section: (1) "Capital stock" means common or preferred stock or any hybrid security or other equity security issued by a converted stock insurer or other company or entity pursuant to the exercise of subscription rights granted pursuant to the provisions of § 4975(a)(3) of this title. (2) "Commissioner" means the Insurance Commissioner of this State. (3) "Converted stock company" means a stock insurer that converted from a mutual insurer under this chapter, or under the laws of any other jurisdiction, or any successor thereto provided that not less than a majority of the shares of voting stock of such successor are owned by a mutual holding company. (4) "Department" means the Department of Insurance of this State. (5) "Domestic mutual company" means a mutual insurer domiciled in this State. (6) "Eligible member" means a member of a mutual company whose policy is in force on the date the mutual company's governing body adopts a plan of conversion or such earlier date as the mutual company may establish with the consent of the Commissioner. A person insured under a group policy is not an eligible member. A person whose policy becomes effective after the governing body adopts the plan but before the plan's effective date is not an eligible member but shall have those rights established under § 4980 of this title. (7) "Foreign mutual insurer" means a mutual insurer domiciled in a jurisdiction other than this State. (8) "Mutual company" means a mutual insurer that is seeking to convert to a stock insurer under this chapter, including a captive insurance company (notwithstanding § 6916 of this title) that is incorporated as a nonstock corporation and including a foreign mutual insurer that has applied to redomesticate to this State with an intent to file an application to convert from mutual to stock form under this chapter. (9) a. "Mutual holding company" means: 1. A nonstock corporation resulting from a reorganization of a mutual insurer under this chapter; or 2. A nonstock corporation resulting from a reorganization of a mutual insurer under the laws of any other jurisdiction, which subsequently redomesticated to Delaware by conversion under § 265 of Title 8 or any other lawful method, or a Delaware nonstock corporation that is the immediate successor thereto; or 3. A Delaware nonstock corporation surviving or resulting from a merger or consolidation with a nonstock corporation that resulted from a reorganization of a mutual insurer under the laws of any other jurisdiction. b. A mutual holding company may convert to stock form under this chapter, and shall be subject to the provisions of this chapter and to any other provisions of this title applicable to insurance holding companies, except as otherwise provided in this chapter. It is the policy of this chapter to enable and facilitate such a conversion of a mutual holding company to stock form, and this chapter shall be interpreted accordingly. The certificate of incorporation of a mutual holding company shall include provisions setting forth the following: 1. That it is a mutual holding company under this chapter; 2. That the mutual holding company may hold not less than a majority of the shares of voting stock of a converted stock company or intermediate holding company, which in turn holds, directly or indirectly, all of the voting stock of a converted stock company; 3. That it is not authorized to issue any capital stock except pursuant to a conversion in accordance with the provisions of this chapter; 4. That its members shall have the rights specified in this chapter and its certificate of incorporation and bylaws; and 5. That its assets shall be subject to inclusion in the estate of the converted company in any rehabilitation or insolvency proceedings initiated by the Commissioner. (10) "Participating policy" means a policy that grants a holder the right to receive dividends if, as and when declared by the mutual company. (11) "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a trust, an unincorporated organization, a similar entity, or a combination of the foregoing acting in concert. (12) "Plan of conversion" or "plan" means a plan adopted by a mutual company's governing body to convert the mutual company into a stock company in accordance with the requirements of this chapter. (13) "Policy" means an insurance policy, including an annuity contract. (14) "Standby investor" means any person that has agreed in writing to purchase all or a portion of the capital stock to be sold in a conversion that is not subscribed by eligible members. (15) "Stock company" means a stock insurer that meets all of the current requirements for admission to do business as a domestic Delaware insurer. (16) "Voting member" means a member who is an eligible member and is also a member of the mutual insurer as of a date not more than 90 days prior to the date of the meeting at which the plan shall be voted upon by members.
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