§ 8001 — Definitions

§ 8001. Definitions. As used in this article, the following terms\nshall have the following meanings:\n (a) "Adoption date" means the date the board of directors of the\nmutual life insurer adopts the plan of reorganization.\n (b) "Beneficial ownership" with respect to any security, means the\nsole or shared power to vote or direct the voting of, such security\nand/or the sole or shared power to dispose or direct the disposition of\nsuch security.\n (c) "Effective date" means, in the case of the reorganization of a\nmutual life insurer, the date upon which the reorganization of the\nmutual life insurer shall be effective in accordance with section eight\nthousand nine of this article as a result of reorganization proceedings\npursuant to this article.\n (d) "Member" with reference to a mutual life insurer, means a person\nwho, by the records of the mutual life insurer, is deemed to be the\n"policyholder" of a policy or annuity contract which is of a type\ndescribed in paragraph one, two or three of subsection (a) of section\none thousand one hundred thirteen of this chapter for purposes of\nparagraph three of subsection (a) of section four thousand two hundred\nten of this chapter. On and after the effective date of a plan of\nreorganization that creates a mutual holding company, the term "member"\nmeans a member of such mutual holding company as provided in subsection\n(c) of section eight thousand seventeen of this article.\n (e) "Membership interests" means, with reference to an institution\nthat is a mutual life insurer or a mutual holding company, the rights as\nmembers arising under the charter of such institution or this chapter or\notherwise by law including the rights to vote and to participate in any\ndistribution of the surplus of such institution, whether or not incident\nto a liquidation thereof. The term "membership interests" does not\ninclude rights expressly conferred upon the policyholders by their\npolicies or contracts (including the right to participate in the\ndistribution of surplus) other than the right to vote.\n (f) "Mutual holding company" means a corporation organized under\nsection eight thousand seventeen of this article.\n (g) "Mutual life insurer" means a domestic mutual life insurer.\n (h) "Offer" includes every offer to buy or acquire, solicitation of an\noffer to sell, tender offer for, or request or invitation for tenders of\na security or interest in a security for value.\n (i) "Outside director" means a director:\n (1) who is not an officer, employee or consultant of the mutual\nholding company, any stock holding company, the reorganized insurer or\nany other subsidiary of the mutual holding company or any stock holding\ncompany;\n (2) who does not directly or indirectly own, control or hold one\npercent or greater of the voting securities of any stock holding\ncompany, the reorganized insurer or any other subsidiary of the mutual\nholding company or any stock holding company; and\n (3) who is not a director, officer or employee of any person except\nthe mutual holding company or any stock holding company that directly or\nindirectly owns, controls or holds such percentage of such voting\nsecurity.\n Lesser amounts of ownership of voting securities other than those\nprovided for in this subsection may be approved by the superintendent as\na component of the mutual holding company's plan of reorganization\npursuant to this article.\n (j) "Person" means an individual, partnership, firm, association,\ncorporation, joint-stock company, limited liability company, limited\nliability partnership, trust, government or governmental agency, state\nor political subdivision thereof, public or private corporation, board,\nassociation, estate, trustee or fiduciary, any similar entity or any\ncombination of the foregoing acting in concert.\n (k) "Plan of reorganization" or "plan" means a plan adopted by a\nmutual life insurer in compliance with this article.\n (l) "Policyholder" means a person, as determined by the records of the\nreorganizing insurer or reorganized insurer, who is deemed to be the\n"policyholder" of a policy or annuity contract which is of a type\ndescribed in paragraph one, two or three of subsection (a) of section\none thousand one hundred thirteen of this chapter for purposes of\nparagraph three of subsection (a) of section four thousand two hundred\nten of this chapter.\n (m) "Public offering" means a stock offering required to be registered\npursuant to the Securities Act of 1933, United States Code, Title 15,\nSection 77e.\n (n) "Reorganized insurer" means the stock life insurer into which a\nmutual life insurer has been reorganized in accordance with the\nprovisions of this article.\n (o) "Reorganizing insurer" means, in the case of a plan of\nreorganization of a mutual life insurer under this article, the mutual\nlife insurer that is reorganizing pursuant to such plan.\n (p) "Stock holding company" means a corporation incorporated under the\nlaws of any jurisdiction in the United States, at least fifty-one\npercent of the voting stock of which is owned, directly or through\nanother stock holding company, by a mutual holding company and which\nholds, directly or indirectly, voting stock in at least one reorganized\ninsurer.\n (q) "Voting security" includes voting securities as defined in\nparagraph forty-five of subsection (a) of section one hundred seven of\nthis chapter, any reorganization certificate or subscription (including\nsubscription rights issued pursuant to a plan of reorganization), or any\nsecurity convertible (with or without consideration) into any such\nsecurity, or carrying any warrant or right to subscribe for or purchase\nany such security, or any such warrant or right.\n (r) "Voting stock" means capital stock that constitutes voting\nsecurities as defined in paragraph forty-five of subsection (a) of\nsection one hundred seven of this chapter. All references in this\narticle to a specified percentage of the voting stock of any person\nshall mean securities having the specified percentage of the voting\npower in such person for the election of directors, trustees or\nmanagement of such person other than securities having such power only\nby reason of the happening of a contingency.\n