2006 Code of Virginia § 38.2-1322 - Definitions

38.2-1322. Definitions.

As used in this article:

"Acquiring person" means any person by whom or on whose behalf acquisitionof control of any domestic insurer is to be effected.

"Affiliate" of a specific person or a person "affiliated" with a specificperson means a person that directly or indirectly through one or moreintermediaries, controls, is controlled by or is under common control withthe person specified.

"Control," including the terms "controlling," "controlled by" and"under common control with," means direct or indirect possession of thepower to direct or cause the direction of the management and policies of aperson, through (i) the ownership of voting securities, (ii) by contractother than a commercial contract for goods or nonmanagement services, or(iii) otherwise, unless the power is the result of an official position withor corporate office held by the person. Control shall be presumed to exist ifany person directly or indirectly owns, controls, holds with the power tovote, or holds proxies representing collectively ten percent or more of thevoting securities of any other person. This presumption may be rebutted by ashowing made in the manner provided by subsection I of 38.2-1329 thatcontrol does not exist. After giving all interested persons notice andopportunity to be heard and making specific findings to support itsdetermination, the Commission may determine that control exists,notwithstanding the absence of a presumption to that effect.

"Insurance holding company system" means two or more affiliated persons,one or more of which is a person licensed pursuant to this title.

"Insurer" means an insurance company as defined in 38.2-100 and meansalso a health maintenance organization licensed under Chapter 43 ( 38.2-4300et seq.) of this title.

"Material transaction" means (i) any sale, purchase, exchange, loan orextension of credit, or investment; (ii) any dividend or distribution; (iii)any reinsurance treaty or risk-sharing arrangement; (iv) any managementcontract, service contract or cost-sharing arrangement; (v) any merger withor acquisition of control of any corporation; or (vi) any other transactionor agreement that the Commission by order, rule or regulation determines tobe material. Any series of transactions occurring within a twelve-monthperiod that are sufficiently similar in nature as to be reasonably construedas a single transaction and that in the aggregate exceed any minimum limitsshall be deemed a material transaction.

"Subsidiary" of a specified person means an affiliate directly orindirectly controlled by that person through one or more intermediaries.

"Voting security" means any security that enables the owner to vote for theelection of directors. Voting security includes any security convertible intoor evidencing a right to acquire a voting security.

(1973, c. 505, 38.1-178.1; 1977, c. 414, 38.1-178.1:2; 1986, c. 562;1992, c. 588; 1993, c. 158; 1998, c. 42.)