| A.__"Mutual holding company" means a mutual holding company | formed pursuant to section 3488. |
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| B.__"Outside director" means a person who is not an officer, | employee or consultant of the mutual holding company, a | related stock holding company, the reorganized insurer or | other subsidiary of the mutual holding company or a related | stock holding company. |
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| C.__"Public offering" means an offer that includes an offer | to individuals that is made by means of public advertising | or general solicitation.__"Public offering" does not | include: |
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| (1)__Issuance of stock to the mutual holding company or | any related stock holding company; or |
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| (2)__An offer or sale that is exempt from registration | by virtue of Title 32, section 10502, subsection 2, | paragraph I, L, N, Q or R. |
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| D.__"Reorganized insurer" means a mutual insurer reorganized | as a stock insurer pursuant to section 3488. |
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| E.__"Stock holding company" and "related stock holding | company" mean an incorporated entity that holds, directly or | indirectly, at least 51% of the voting stock of a | reorganized insurer. |
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| F.__"Voting stock" means common stock with general voting | rights in the election of directors. |
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| | 2.__Mutual holding company formed through reorganization.__The | following provisions apply to a mutual holding company. |
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| A.__The provisions of Title 13-A that are applicable to a | mutual insurer apply to a mutual holding company as though | it were a mutual insurer. |
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| B.__A mutual holding company may not dissolve, liquidate or | wind up except through proceedings under this Title for the | liquidation or dissolution of the reorganized insurer or as | the superintendent may otherwise approve.__In the event | proceedings are instituted for the complete liquidation of | the reorganized insurer: |
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| (1)__The mutual holding company automatically becomes a | party to the proceedings; |
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| (2)__All of the mutual holding company's assets, including its | holdings of shares in the reorganized |
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