§ 508b-13

508B.13 Prohibitions on certain offers to acquire shares. Prior to and for a period of five years following the effective date of the conversion, and in the case of the plans of conversion specified in section 508B.3, subsections 1 and 3, fiveyears following the date of distribution of consideration to the policyholders in exchange fortheir membership interests, a person, other than the reorganized company, other than anemployee benefit plan or employee benefit trust sponsored by the reorganized company, oras otherwise specifically provided for in the plan of conversion, shall not directly or indirectlyacquire or offer to acquire the beneficial ownership of more than five percent of any classof voting security of the reorganized company, and a person, other than the reorganizedcompany or other than an employee benefit plan or employee benefit trust sponsored bythe reorganized company, who acquires five percent or more of any class of voting securityof the reorganized company prior to the conversion or as specifically provided for in theplan of conversion, shall not directly or indirectly acquire or offer to acquire the beneficialownership of additional voting securities of the

to the conversion or as specifically provided for in theplan of conversion, shall not directly or indirectly acquire or offer to acquire the beneficialownership of additional voting securities of the reorganized company, unless the acquisitionis approved by the commissioner as not being contrary to the interests of the policyholdersof the reorganized company or its life insurance company subsidiary and by the board ofdirectors of the reorganized company. The commissioner and the board of directors mayconsider the factors set forth in section 490.1108A. The provisions of section 521A.3, exceptsection 521A.3, subsection 4, paragraph 'a', shall be applicable to a proposed acquisitionsubject to this section. An approved plan of conversion may include a stock option plan.As used in this section, 'beneficial ownership' means, with respect to a security, the sole orshared power to vote or direct the voting of the security or the sole power to dispose or directthe disposition of the security. 85 Acts, ch 127, §13; 90 Acts, ch 1234, §17; 99 Acts, ch 165, §5; 2002 Acts, ch 1154, §110, 125 Sat Dec 23 00:41:01 2023 Iowa Code 2024, Section 508B.13 (18, 0)