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paragraph G 100% of the fair market value of the | | organization; |
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| | (4) The conversion plan provides for the issuance of | capital stock or assets of the converted stock insurer | or a combination of stock and assets, without | consideration, to persons who were subscribers of the | organization on the date the conversion plan was filed | with the superintendent or on any date in the 3-year | period immediately prior to the date the conversion | plan was filed, if in each case the person was a | subscriber for a period of no less than 3 consecutive | months, under a fair and reasonable formula consistent | with and in the aggregate equal to the aggregate of the | subscribers' interests set forth in the statement of | ownership interests and charitable purposes, exclusive | of any shares issued pursuant to paragraph G; |
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| | | (5) Immediately after, and giving effect to the terms | | of, the conversion, the converted stock insurer would | | be in safe and sound financial condition and would have | | paid-in capital stock and surplus in amounts not less | | than the minimum paid-in capital stock and surplus set | | forth under Title 24-A, section 410 required of a | | domestic stock insurer authorized to transact like | | kinds of insurance; |
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| | (6) The organization's management has not, through | reduction in volume of new business written or | cancellation or through any other means, sought to | reduce, limit, or affect the number or identity of the | organization's subscribers to be entitled to | participate in the conversion plan or to secure for the | individuals comprising management any unfair advantage | through the conversion plan; |
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| | | (7) The conversion plan provides that during the first | | 3 years after the conversion, to avoid dilution of the | | value of the shares issued in the conversion, the | | converted stock insurer and its affiliates may not | | issue shares greater in seniority, including voting | | rights or dividends, than the shares issued under the | | conversion plan. The superintendent may waive the | | provisions contained in this subparagraph if the | | superintendent, in the superintendent's sole | | discretion, determines that the charitable trust has | | control, as defined in Title 24-A, section 222, of the | | converted stock insurer; |
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