610                               LAWS OF MARYLAND                       [CH. 173

(ii) the effect of the purchases, exchanges, mergers or other
acquisitions of control may be substantially to lessen competition in
insurance in this state or tend to create a monopoly therein or which
in any other manner would be in restraint of trade; or

(iii) the financial condition of an acquiring person is such as
might jeopardize the financial stability of the insurer, or prejudice
the interests of its policyholders, or, in the case of an acquisition
of control, the interests of any remaining shareholders STOCK-
HOLDERS who are unaffiliated with the acquiring person; or

(iv) the plans or proposals which the acquiring person has to
liquidate the insurer, to sell its assets or to merge it with any person
or to make any other major change in its business or corporate
structure or management, are unfair or prejudicial to policyholders;

or               

(v) the competence, experience and integrity of those persons
who would, control the operations of the insurer indicate that it
would not be in the interest of policyholders, shareholders, or the
public to permit them to do so; or

(vi) any party to an agreement to merge with a domestic in-
surer is not itself an insurer; or

(vii) the interests of the policyholders and stockholders might
otherwise be prejudiced, impaired or not properly protected,

(f). The provisions of this section shall not apply to any offer
for or request or invitation for tenders of any voting securities, or
any agreement to exchange securities for or otherwise acquire con-
trol, if and to the extent that the Commissioner, by rule or regula-
tion or by order, shall exempt the same from the provisions of this
section as not comprehended within the purposes of this section.

(g)(i) Failure to file the statement required under subsection
(a) hereof shall constitute a violation of this subtitle.

(ii) Effectuation of or any attempt to effectuate an acquisition
of, control of, or merger with, a domestic insurer or insurance hold-
ing company which controls one or more domestic insurers within
the sixty day period referred to in subsection (e) UNLESS THE
COMMISSIONER HAS GIVEN HIS APPROVAL THERETO, or
after disapproval of such acquisition of control or merger by the
Commissioner, shall constitute a violation of this subtitle.

495.

(a) Every insurer which is authorized to do business in this
state and which is a member of an insurance holding company
system shall register with the Commissioner; provided, that the
Commissioner may upon application by the insurer, waive the filing

of registration information, in whole or in part, of any foreign in

surer EXCEPT ANY FOREIGN INSURER organized in a jurisdic-