§ 44-254 — Plan of exchange; transfer; effect

(1) Upon a plan of exchange becoming effective, the exchange provided for therein shall be considered to have been consummated and each shareholder of the stock insurance company acquired shall cease to be a shareholder of such company. The ownership of all shares of the issued and outstanding stock of such company shall vest in the acquiring corporation automatically without any physical transfer or deposit of certificates representing such shares. The acquiring corporation thereupon shall become the sole shareholder of such stock insurance company and have all of the rights, privileges, immunities and powers and, except as otherwise provided in sections 44-248 to 44-255 , be subject to all the duties and liabilities to the extent provided by law of a shareholder of an insurance company organized under the laws of this state.
(2) Certificates representing shares of a domestic insurance company to be acquired prior to the plan of exchange becoming effective 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 corporation and (b) the right, if any, to receive cash or other consideration upon such terms as are specified in the plan of exchange. The plan of exchange may specify that all such 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 corporation, or cash or other consideration or any combination thereof, upon such terms as are specified in the plan of exchange.

Legislative History

Source: Laws 1973, LB 296, § 7; R.S.1943, (1988), § 44-133.07.