N.D. Cent. Code § 26.1-12.2-04
26.1-12.2-04. Optional provisions of plan of conversion
26.1-12.2-04. Optional provisions of plan of conversion
1. The plan of conversion may allocate to a tax-qualified employee benefit plan
nontransferable subscription rights to purchase up to ten percent of the capital stock of
the converting mutual company or the stock of another corporation that is participating
in the plan of conversion, as provided in item 3 of subparagraph a of paragraph 2 of
subdivision c of subsection 1 of section 26.1-12.2-03. A tax-qualified employee benefit
plan may exercise subscription rights granted under this subsection regardless of the
total number of shares purchased by eligible members. If eligible members purchase
shares sufficient to yield gross proceeds equal to the maximum of the valuation range
established by subsection 4 of section 26.1-12.2-03, then the tax-qualified employee
benefit plan may purchase additional shares of capital stock of the converting mutual
company or the stock of another corporation that is participating in the plan of
conversion, as provided in item 3 of subparagraph a of paragraph 2 of subdivision c of
subsection 1 of section 26.1-12.2-03 in an amount sufficient to equal ten percent of the
total shares of capital stock of the converted stock company outstanding.
2. The plan may provide that other classes of subscribers approved by the commissioner
shall receive nontransferable subscription rights to purchase capital stock of the
converting stock company or the stock of another corporation that is participating in
the plan of conversion, as provided in item 3 of subparagraph a of paragraph 2 of
subdivision c of subsection 1 of section 26.1-12.2-03 provided that such subscription
rights are subordinate to the subscription rights of eligible members. Other classes of
subscribers that may be approved by the commissioner include:
a. Members of the converting mutual company which became members after the
date fixed for establishing eligible members;
b. The shareholders of another corporation that is participating in the plan of
conversion, as provided in item 3 of subparagraph a of paragraph 2 of
subdivision c of subsection 1 of section 26.1-12.2-03; or
c. The shareholders of another corporation that is a party to an acquisition, merger,
consolidation, or other similar transaction with the converting mutual company.