Cal. Code Regs. tit. 10 § 2613.03
For the information of those doing business with this department who are unfamiliar with the terms of permits issued by the Insurance Commissioner, a simple example of a recent permit authorizing sale and exchange of shares in connection with a merger is provided, as follows:--
STATE OF CALIFORNIA
Department of Insurance
| In the Matter of the Application of | ) | |
| ) | ||
| AETNA LIFE INSURANCE COMPANY | ) | |
| a Connecticut Corporation, | ) | PERMIT NO. SF-774 |
| For a Permit to Sell and Issue Its | ) | |
| Securities in California | ) | |
| ___________________________ | ) |
THE ISSUANCE OF THIS PERMIT IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES PERMITTED TO BE ISSUED HEREUNDER
Pursuant to its verified application filed herein October 22, 1964, and thereafter supplemented by additional and current exhibits, good cause therefore, appearing, I hereby authorize and permitAETNA LIFE INSURANCE COMPANY
a Connecticut insurer with its home office at 151 Farmington Avenue, Hartford, Connecticut, duly admitted to transact life and disability insurance in the State of California, to sell and issue its securities in California for the uses and purposes stated in said application and the exhibits thereto, as follows:
AUTHORIZATION: To issue and exchange not to exceed 1,200,000 shares of applicant's new $2.50 par value common stock with California residents who own shares of The Aetna Casualty and Surety Company, Hartford, Connecticut, on the scheduled date of delivery. Such exchange shall be made in connection with the lawful consummation of a proposed merger of said The Aetna Casualty and Surety Company with and into Farmington Valley Insurance Company, Hartford, Connecticut (to be known as The Aetna Casualty and Surety Company from and after the effective date of such merger), substantially as disclosed by the exhibits on file herein; such exchange shall be made on the basis and at the rate of 1.9 shares of applicant's $2.50 par value capital stock for each $3.50 par value share of The Aetna Casualty and Surety Company stock surrendered and tendered in exchange, all in accordance with applicant's instructions to said stockholders substantially as shown by the exhibits on file herein.
THIS PERMIT IS ISSUED UPON THE FOLLOWING CONDITIONS AND IS EFFECTIVE ONLY AS TO TRANSACTIONS SUBJECT TO CALIFORNIA LAW PERFORMED IN CONFORMITY THEREWITH:
CONDITION ONE: No certificate for shares shall be issued except substantially in the text of the appropriate form or forms comprising Exhibit B (as amended December 2, 1964) to the application herein or substantially in the text of a certificate hereafter approved by the Insurance Commissioner.
CONDITION TWO: No commission, selling expense,or other remuneration is to be paid to any person in respect to any transaction authorized by this permit, except that the regular salaried employees of applicant may perform any and all acts necessary, convenient, or advisable in connection with the transactions authorized by this permit, and fees may be paid for the necessary services and expenses of legal counsel, transfer agents, stock agents, registrars, proxy solicitors or for services of a similar nature.
CONDITION THREE: No advertisement, proxy,or solicitation material of any nature concerning the securities hereby authorized shall be issued, circulated or published unless the same shall first have been filed in duplicate with the Insurance Commissioner and its use approved by him in writing. Papers heretofore filed herein have been approved for such purpose.
CONDITION FOUR: Applicant shall within 30 days from and after January 28, 1965 make and file with the Insurance Commissioner its verified report alleging the transactions had and done pursuant to authority hereof, including the total number of shares issued, the consideration received therefor, and the disposition thereof; also, whether the preceding conditions of this permit were complied with. In addition thereto, applicant shall file a further verified report of transactions upon completion of the transactions herein authorized; also at such other time as the Commission may request in writing.
CONDITION FIVE: The Insurance Commissioner may from time to time for cause amend, continue, or alter this permit, or temporarily suspend the rights of applicant hereunder, or may revoke this permit.
CONDITION SIX: Unless theretofore suspended or revoked, all authority to issue securities under this permit shall automatically expire upon completion of the transactions hereby authorized.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official seal this 14th day of December, 1964.
| (SEAL) | ___________________________ |
| Insurance Commissioner |
Cal. Code Regs. Tit. 10, § 2613.03