§431:4-504  Merger or conversion ofreciprocal insurer.  (a)  A domestic reciprocal insurer, upon affirmativevote of not less than two-thirds of the subscribers who vote upon such mergerpursuant to such notice as may be approved by the commissioner and withapproval of the commissioner of the terms therefor, may merge with anotherreciprocal insurer or be converted to a stock or mutual insurer.

(b)  Every new reciprocal insurer formed bymerger shall assume and succeed to all of the obligations and liabilities ofthe respective merging reciprocal insurers and shall be held liable to pay anddischarge all such debts and liabilities and perform such obligations in thesame manner as if they had been incurred or contracted by it, but thesubscribers of the predecessor reciprocal insurers shall continue subject toall the liabilities, claims, and demands which shall then exist, or which maythereafter accrue against them, or any of them, by reason of any liabilitiesand obligations incurred by them, or on their behalf as the subscribers beforethe date of merger.

(c)  Such a stock or mutual insurer shall besubject to the same capital requirements and shall have the same rights as alike domestic insurer transacting like classes of insurance.

(d)  The commissioner shall not approve:

(1)  Any plan for a merger or conversion which isinequitable to subscribers, or

(2)  Any plan for a conversion to a stock insurerwhich does not give each subscriber preferential right to acquire stock of theproposed insurer proportionate to the subscriber's interest in the reciprocalinsurer, as determined in accordance with section 431:4-424, and a reasonablelength of time within which to exercise the right. [L 1987, c 347, pt of §2; amL 1989, c 195, §15]