3680

VETOES

offers subsequent to the initial solicitation or request, and
copies of any amendment to any such agreement, shall contain such
information as the Commissioner may by rule or regulation
prescribe as necessary or appropriate in the public interest or
for the protection of policyholders, and shall be filed with the
Commissioner and sent to such insurer or insurance holding
company not later than the time copies of such material are first
published or sent or given to security holders or such amendment
is entered into.

(c)  If the person required to file any statement pursuant
to this section is a partnership, limited partnership, syndicate
or other group, the information called for by paragraphs (i)
through (vii) of subsection (a) shall be given with respect to

(1) each partner of such partnership or limited partnership, (2)
each member of such syndicate or group and (3) each person who
controls such partner or member. If a person referred to in (1),

(2)  or (3) is a corporation or the person required to file the
statement referred to in subsection (a) is a corporation, the
information called for by paragraphs (i) through (vii) of
subsection (a) shall be given with respect to such corporation
and each officer and director of such corporation and each person
who is directly or indirectly the beneficial owner of more than
10% of the outstanding voting securities of such corporation.

(d)  If any tender offer, request or invitation for tenders,
or agreement to exchange or otherwise acquire securities or to
merge or otherwise acquire control referred to in subsection (a)
is proposed to be made by means of a registration statement under
the Securities Act of 1933 or in circumstances requiring the
disclosure of similar information under the Securities Exchange
Act of 1934, or under a State law requiring similar registration
or disclosure, the person required to file the statement referred
to in subsection (a) may in lieu thereof, file the documents
required by any such laws together with any other materials
requested by the Commissioner.

(e)  (1) The purchases, exchanges, mergers or other
acquisitions of control referred to in subsection (a) are not
prohibited by this subtitle unless the Commissioner, within sixty
(60) days after the statement required by subsection (a) has been
filed with him, disapproves the purchases, exchanges, mergers or
other acquisitions of control. The Commissioner may approve the
transaction at any time during the sixty (60) day period or shall
disapprove it if he finds that:

(i) After the change of control the domestic
insurer referred to in subsection (a) could not satisfy the
requirements for the issuance of a license to do the insurance
business which it intends to transact in this State taking into
consideration the financial and managerial resources and future
prospects of the insurer; [or]

(ii) The effect of the purchases, exchanges,
mergers or other acquisitions of control may be substantially to