§ 27-3-1-5 — Vesting of title to shares without physical transfer or deposit of certificates; rights represented by outstanding certificates

Indiana § 27-3-1-5

• Jurisdiction: Indiana
• Title 27: INSURANCE
• Art. 3: CONSOLIDATIONS AND REORGANIZATION
• Ch. 1: Exchange of Securities

Text

(a) Upon the plan of exchange becoming
effective, the exchange provided for therein shall be deemed to have
been consummated, each shareholder of the domestic company shall
cease to be a shareholder of such company, the ownership of all shares
of the issued and outstanding stock of the domestic company, except
shares payment of the value of which is required to be made by the
domestic company or the acquiring corporation pursuant to section 3
of this chapter, shall vest in the acquiring corporation automatically
without any physical transfer or deposit of certificates representing
such shares, and all shares payment of the value of which is required
to be made by the domestic company or the acquiring corporation
pursuant to section 3 of this chapter shall be deemed no longer
outstanding shares of the domestic company. The acquiring corporation
shall thereupon become the sole shareholder of the domestic company
and shall have all of the rights, privileges, immunities, and powers and,
except as otherwise provided in this chapter, shall be subject to all of
the duties and liabilities to the extent provided by law of a shareholder
of an insurance company organized or reorganized under IC 27-1 or
any statute enacted prior to March 8, 1935.
(b) Certificates representing shares of the domestic company prior
to the plan of exchange becoming effective, except certificates
representing shares payment of the value of which is required to be
made pursuant to section 3 of this chapter and bearing a notation
thereon that objection and demand pursuant to such section have been
made, shall, after the plan of exchange becomes effective, represent:
(i) shares of the issued and outstanding capital stock or other
securities issued by the acquiring corporation; and
(ii) the right, if any, to receive such cash or other consideration
upon such terms as shall be specified in the plan of exchange;
provided, that the plan of exchange may specify that all certificates
representing shares of stock of the domestic company, except
certificates representing shares payment of the value of which is
required to be made pursuant to section 3 of this chapter, shall after the
plan of exchange becomes effective represent only the right to receive
shares of stock or other securities issued by the acquiring corporation
or cash or other consideration or any combination thereof upon such
terms as shall be specified in the plan of exchange. Certificates
representing shares of the domestic company with respect to which an
objection and demand have been made pursuant to section 3 of this
chapter and bearing a notation thereon that such objection and demand
have been made, shall, after the plan of exchange becomes effective,
represent only the right to receive payment therefor, subject to the
provisions of this chapter.
Formerly: Acts 1967, c.61, s.5. As amended by P.L.252-1985,
SEC.141.