(215 ILCS 5/131.1)
Sec. 131.1. Definitions. As used in this Article, the following terms have the respective
meanings set forth in this Section unless the context requires otherwise:
(a) An "affiliate" of, or person "affiliated" with, a specific 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.
(a-5) "Acquiring party" means such person by whom or on whose behalf the merger or other acquisition of control referred to in Section 131.4 is to be affected and any person that controls such person or persons. (a-10) "Associated person" means, with respect to an acquiring party, (1) any beneficial owner of shares of the company to be acquired, owned, directly or indirectly, of record or beneficially by the acquiring party, (2) any affiliate of the acquiring party or beneficial owner, and (3) any other person acting in concert, directly or indirectly, pursuant to any agreement, arrangement, or understanding, whether written or oral, with the acquiring party or beneficial owner, or any of their respective affiliates, in connection with the merger, consolidation, or other acquisition of control referred to in Section 131.4 of this Code. (a-15) "Company" has the same meaning as "company" as defined in Section 2 of this Code, except that it does not include agencies, authorities, or instrumentalities of the United States, its possessions and territories, the Commonwealth of Puerto Rico, the District of Columbia, or a state or political subdivision of a state. (b) "Control" (including the terms "controlling", "controlled by" and
"under common control with") means 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, the holding
of shareholders' or policyholders' proxies by
contract other than a commercial contract for goods or non-management
services, or otherwise, unless the power is solely the result of an
official position with or corporate office held by the person. Control is presumed
to exist if any person, directly or indirectly, owns, controls, holds with
the power to vote, or holds shareholders' proxies representing 10% or
more of the voting securities of any other person, or holds or controls
sufficient policyholders' proxies to elect the majority of the board of
directors of the domestic company. This presumption may be rebutted by a
showing made in the manner as the Director may provide by rule. The Director
may determine, after
furnishing all persons in interest notice and opportunity to be heard and
making specific findings of fact to support such determination, that
control exists in fact, notwithstanding the absence of a presumption to
that effect.
(b-5) "Enterprise risk" means any activity, circumstance, event, or series of events involving one or more affiliates of a company that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the company or its insurance holding company system as a whole, including, but not limited to, anything that would cause the company's risk-based capital to fall into company action level as set forth in Article IIA of this Code or would cause the company to be in
hazardous financial condition as set forth in Article XII 1/2 of this Code. (b-10) "Exchange Act" means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. (b-12) "Group capital calculation instructions" means the group capital calculation instructions as adopted by the NAIC and as amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC. (b-15) "Group-wide supervisor" means the regulatory official authorized to engage in conducting and coordinating group-wide supervision activities who is determined or acknowledged by the Director under Section 131.20d of this Code to have sufficient contacts with an internationally active insurance group. (c) "Insurance holding company system" means two or more affiliated
persons, one or more of which is an insurance company as defined in
paragraph (e) of Section 2 of this Code.
(c-5) "Internationally active insurance group" means an insurance holding company system that: (1) includes an insurer registered under Section 4 of |
(d) (Blank).
(d-1) "NAIC" means the National Association of Insurance Commissioners.
(d-2) "NAIC Liquidity Stress Test Framework" is a separate NAIC publication which includes a history of the NAIC's development of regulatory liquidity stress testing, the scope criteria applicable for a specific data year, and the liquidity stress test instructions, and reporting templates for a specific data year, such scope criteria, instructions, and reporting template being as adopted by the NAIC and as amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.
(d-5) "Non-operating holding company" is a general business corporation functioning solely for the purpose of forming, owning, acquiring, and managing subsidiary business entities and having no other business operations not related thereto.
(d-10) "Own", "owned," or "owning" means shares (1) with respect to which a person
has title or to which a person's nominee, custodian, or other agent has title and which such
nominee, custodian, or other agent is holding on behalf of the person or (2) with respect to
which a person (A) has purchased or has entered into an unconditional contract, binding on both
parties, to purchase the shares, but has not yet received the shares, (B) owns a security
convertible into or exchangeable for the shares and has tendered the security for conversion or
exchange, (C) has an option to purchase or acquire, or rights or warrants to subscribe to, the shares and has exercised such option, rights, or warrants, or (D) holds a securities futures contract
to purchase the shares and has received notice that the position will be physically settled and is
irrevocably bound to receive the underlying shares. To the extent that any
affiliates of the stockholder or beneficial owner are acting in concert with the stockholder or
beneficial owner, the determination of shares owned may include the effect of aggregating the
shares owned by the affiliate or affiliates. Whether shares constitute shares owned shall
be decided by the Director in his or her reasonable determination.
(e) "Person" means an individual, a corporation, a limited liability company, a partnership, an
association, a joint stock company, a trust, an unincorporated
organization, any similar entity or any combination of the foregoing acting
in concert, but does not include any securities broker performing no more
than the usual and customary broker's function or joint venture
partnership exclusively engaged in owning, managing, leasing or developing
real or tangible personal property other than capital stock.
(e-5) "Policyholders' proxies" are proxies that give the holder the right to vote for the election of the directors and other corporate actions not in the day to day operations of the company.
(f) (Blank).
(f-3) "Scope criteria", as detailed in the NAIC Liquidity Stress Test Framework, are the designated exposure bases along with minimum magnitudes thereof for the specified data year, used to establish a preliminary list of insurers considered scoped into the NAIC Liquidity Stress Test Framework for that data year.
(f-5) "Securityholder" of a specified person is one who owns any security of such person, including common stock, preferred stock, debt obligations, and any other security convertible into or evidencing the right to acquire any of the foregoing.
(g) "Subsidiary" of a specified person is an affiliate controlled by
such person directly, or indirectly through one or more intermediaries.
(h) "Voting Security" is a security which gives to the holder thereof
the right to vote for the election of directors and includes any security
convertible into or evidencing a right to acquire a voting security.
(Source: P.A. 102-394, eff. 8-16-21; 102-578, eff. 7-1-22 (See Section 5 of P.A. 102-672 for effective date of P.A. 102-578); 102-813, eff. 5-13-22.)
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