A conversion plan must describe eligible members’ subscription rights, including free nontransferable rights and a fair allocation method, unless an alternate plan under Section 826.061 applies.
Sec. 826.058. SUBSCRIPTION RIGHTS; GENERAL PROVISIONS. (a) Except for an alternate conversion plan adopted under Section 826.061, each conversion plan must specify the subscription rights of eligible members. (b) The conversion plan must provide that: (1) each eligible member is to receive, without payment by the member, nontransferable subscription rights to purchase a portion of the capital stock of the resulting company; and (2) in the aggregate, all eligible members have the right, before the right of any other party, to purchase 100 percent of the capital stock of the resulting company after provision for: (A) capital stock required to be sold or distributed to the holders of surplus notes, if any; (B) capital stock purchased by a stock benefit plan as permitted by Section 826.059; and (C) capital stock acquired by the directors and officers, as permitted by Section 826.056(b). (c) As an alternative to subscription rights in the resulting company, the conversion plan may provide that each eligible member is to receive, without payment by the member, nontransferable subscription rights to purchase a portion of the capital stock of: (1) a corporation organized for the purpose of purchasing and holding all the stock of the resulting company; (2) a stock insurance company owned by the converting company into which the converting company is to be merged; or (3) an unaffiliated stock insurance company or other corporation that is to purchase all the stock of the resulting company. (d) The conversion plan must provide that the subscription rights are allocated in whole shares among the eligible members using a fair and equitable formula. The formula may consider that the different classes of policies of the eligible members contributed to the surplus of the converting company or any other factors that may be fair or equitable as determined by the board of directors. (e) The conversion plan must provide a fair and equitable method for allocating shares of capital stock in the event of an oversubscription to shares by eligible members exercising subscription rights under this section. Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.