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Texas Statutes (Last Updated: January 4, 2014) |
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INSURANCE CODE |
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Title 6. ORGANIZATION OF INSURERS AND RELATED ENTITIES |
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Subtitle B. ORGANIZATION OF REGULATED ENTITIES |
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Chapter 829. CONVERSION OF RECIPROCAL OR INTERINSURANCE EXCHANGE TO STOCK COMPANY THROUGH CREATION OF A MUTUAL HOLDING COMPANY |
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Subchapter D. EFFECT OF PLAN; RIGHTS OF MEMBERS |
Sec. 829.151. CORPORATE EXISTENCE
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(a) On the effective date:
(1) the legal existence of the converting exchange continues in the resulting company;
(2) all assets, rights, franchises, and interests of the converting exchange in and to property and any accompanying thing in action are vested in the resulting company without a deed or transfer;
(3) the resulting company assumes all the obligations and liabilities of the converting exchange; and
(4) the power of attorney or other appropriate authorization granting the attorney in fact the authority to act for the subscribers of the converting exchange is terminated.
(b) Except as otherwise specified by the conversion plan:
(1) the directors and officers of the converting exchange serving on the effective date serve as directors and officers of the resulting company until new directors and officers are elected under the articles of incorporation and bylaws of the resulting company; and
(2) the directors of the converting exchange serving on the effective date serve as directors of the mutual holding company until new directors are elected under the articles of incorporation and bylaws of the mutual holding company.