(1) "Conversion" means a process by which a domestic mutual insurer is converted to a domestic stock insurer in accordance with ORS 732.600 to 732.630.
(2) "Converted stock insurer" means a domestic stock insurer into which a domestic mutual insurer is converted in accordance with ORS 732.600 to 732.630.
(3) "Converting mutual insurer" means a domestic mutual insurer that is converted to a domestic stock insurer in accordance with ORS 732.600 to 732.630.
(4) "Effective date" means, with respect to a plan, the date or dates on which the plan or a part of the plan becomes effective as set forth in an order of the Director of the Department of Consumer and Business Services.
(5) "Intermediate stock holding company" means a corporation that owns, either directly or through a wholly owned subsidiary, all of the outstanding shares of capital stock of a converted stock insurer and:
(a) A majority of the outstanding shares of voting capital stock of which a mutual holding company owns; and
(b) A majority in total value of the outstanding shares of capital stock of which a mutual holding company owns.
(6) "Issuer" means a corporation the director approves and any of the following:
(a) With respect to a conversion in which there is no reorganization, a converted stock insurer.
(b) With respect to a reorganization that involves the organization of a stock holding company, the stock holding company.
(c) With respect to a restructuring, a restructured stock holding company.
(7) "Member" means:
(a) With respect to a domestic mutual insurer, any owner, as defined in ORS 732.465 (3), of one or more policies of insurance, other than a policy of reinsurance, issued by the mutual insurer.
(b) With respect to a mutual holding company, any owner, as defined in ORS 732.465 (3), of one or more policies of insurance, other than a policy of reinsurance, issued by the stock insurer resulting from a reorganization involving the organization of a mutual holding company and, if set forth in an order of the director, any owner of one or more policies of insurance, other than a policy of reinsurance, issued by any other insurer that is a direct or indirect subsidiary of the mutual holding company.
(8) "Membership interest" means:
(a) With respect to a domestic mutual insurer, any right that a member of the mutual insurer may hold by virtue of membership in the mutual insurer.
(b) With respect to a mutual holding company, any right that a member of the mutual holding company may hold by virtue of membership in the mutual holding company.
(9) "Mutual holding company" means a corporation organized under the laws of this state in accordance with ORS 732.620.
(10) "Plan" means a plan of conversion, reorganization or restructuring.
(11) "Reorganization" means a process by which a domestic mutual insurer is converted to a domestic stock insurer and either a stock holding company or a mutual holding company is organized in accordance with ORS 732.600 to 732.630.
(12) "Restructured stock holding company" means a stock holding company that results from restructuring a mutual holding company.
(13) "Restructuring" means a process by which a mutual holding company is restructured into a stock holding company in accordance with ORS 732.622 and 732.624.
(14) "Restructuring mutual holding company" means a mutual holding company that is restructured to a stock holding company.
(15) "Stock holding company" means a corporation that:
(a) Owns, either directly or through one or more subsidiaries, all or part of the outstanding shares of capital stock of a converted stock insurer;
(b) Is organized either as a result of a reorganization or as a result of a restructuring; and
(c) Immediately after the effective date of the reorganization or restructuring, is not controlled by any other person, unless the person’s control is set forth in the plan and approved by the director. As used in this paragraph, "control" has the meaning given that term in ORS 732.548.
(16)(a) "Voting capital stock" means capital stock the holder of which has the right to vote in the election of directors.
(b) "Voting capital stock" does not include capital stock as to which the right to vote in the election of directors is conditional upon the occurrence or nonoccurrence of a specified event. [1997 c.771 §2; 2013 c.370 §32]