Code of Massachusetts Regulations
211 CMR - DIVISION OF INSURANCE
Title 211 CMR 140.00 - Procedures Concerning The Merger Or Consolidation Of Insurance Companies
Section 140.03 - Definitions

When used in 211 CMR 140.00, the following words shall have the following meaning:

Agreement means an agreement in draft or final form and whether executed or unexecuted, which:

(a) provides for:

1. the merger or consolidation of two or more domestic insurance companies into one corporation, or

2. the merger or consolidation of a domestic insurance company with any company or companies organized under the laws of any state of the United States into one domestic corporation pursuant to M.G.L. c. 175, § 19A; or

(b) which provides for the merger of one or more Domestic Companies into a foreign company duly authorized to transact in the Commonwealth the same class or classes of business as such domestic company or companies, or the consolidation of one or more domestic companies with one or more foreign companies duly authorized as aforesaid to form a continuing corporation or a new corporation pursuant to M.G.L. c. 175, §19B.

Authorized Representative means an attorney, legal guardian or other person authorized by a person to represent him or her in any Hearing held under 211 CMR 140.00.

Commissioner means the commissioner ofinsurance appointed under the provisions of M.G.L. c. 26, § 6 or his or her designee.

Company means an insurance company proposing to merge or consolidate with one or more other insurance companies under M.G.L. c. 175, § 19A or under M.G.L. c. 175, § 19B.

Division means the Division of Insurance in the Department of Banking and Insurance of the Commonwealth of Massachusetts.

Domestic Company means a Company that is a domestic company as defined in M.G.L. c. 175, § 1.

Examination means an examination under M.G.L. c. 175, § 4.

Foreign Company means a Company that is a foreign company as defined in M.G.L. c. 175, § 1.

Hearing means a public hearing on an Agreement under M.G.L c. 175, § 19A orunderM.G.L. c. 175, § 19B.

Person means an individual or legal entity.

Policyholder means a policyholder of a Company.

Presiding Officer means the Commissioner or anypersondesignated bythe Commissioner to preside over the Hearing pursuant to M.G.L. c. 26, § 7.

Special Meeting means a meeting called for the purpose of conducting a vote of Policyholders or Stockholders, if any, on an Agreement.

Stockholder means a stockholder of a Company.

Working Group means the employees ofthe Divisionthat maybe designated by the Commissioner to conduct an Examination of any or all of the Companies under M.G.L. c. 175, § 4, including but not limited to a review of the Agreement.

WorkingGroup Advisors or Advisors means the outside legal, actuarial, financial andother consultants that may be retained by the Commissioner under his or her authority under M.G.L. c. 175, § 4 in order to assist the Working Group in its Examination of any or all of the Companies under M.G.L. c. 175, § 4, including its review of the Agreement and any other matters and documents related thereto as requested by the Commissioner. The proper cost of hiring such Advisors shall be borne by the Company or Companies which are the subject of the Examination or as otherwise agreed upon by the Companies with the approval of the Commissioner.