Ala. Admin. Code r. 482-1-042-.04

Current through Register Vol. 43, No. 1, October 31, 2024

Section 482-1-042-.04 - Definitions

The following definitions apply unless the context otherwise requires:

(a) Affiliate. An affiliate of, or a person affiliated with a specified person is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

(b) Associate. The term ASSOCIATE used to indicate a relationship with any person, means (1) any corporation or organization (other than the issuer or a majority owned subsidiary of the issuer) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the issuer or any of its parents or subsidiaries.

(c) Beneficial owner. The term beneficial owner includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

1. voting power including the power to vote, or the power to direct voting of, a security, or

2. investment power which includes the power to dispose of, or to direct the disposition of, such security.

(d) Control (including the terms controlling, controlled by and under common control with). The possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(e) Issuer. The issuer of the securities in respect of which a proxy is solicited.

(f) Last fiscal year. The last fiscal year of the issuer ending prior to the date of the meeting for which proxies are to be solicited.

(g) Officer. The president, secretary, treasurer, any vice-president in charge of a principal business function (such as sales, administration or finance) and any other person who performs similar policy making functions for the insurer.

(h) Parent. An affiliate controlling such person directly, or indirectly through one or more intermediaries.

(i) Person. An individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph, the term trust shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.

(j) Proxy statement. The statement required by Rule 482-1-042-.04, whether or not contained in a single document.

(k) Solicitation.

1. The terms solicit and solicitation include:

(i) any request for a proxy whether or not accompanied by or included in a form of proxy;

(ii) any request to execute or not to execute, or to revoke, a proxy; or

(iii) the furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy.

2. The terms do not apply, however, to the furnishing of a form of proxy to a security holder upon the unsolicited request of such security holder, the performance by the issuer of acts required by Rule 482-1-042-.10, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.

Author: Commissioner of Insurance

Ala. Admin. Code r. 482-1-042-.04

New Rule: October 5, 1969; effective October 15, 1969. Revised: February 12, 1981; effective June 1, 1981. Filed for codification in the Alabama Administrative Code by the Department of Insurance on July 5, 2005, pursuant to the Code of Ala. 1975, § 27-7-43.

Statutory Authority:Code of Ala. 1975, §§ 27-2-7, 27-2-17, 27-29-8.