38.2-4230 - Definitions.
§ 38.2-4230. Definitions.
As used in this article:
"Affiliate" of a specific person or a person "affiliated" with a specificperson means a person that directly or indirectly, through one or moreintermediaries, controls, is controlled by or is under common control withthe person specified.
"Control," including the terms "controlling," "controlled by" and"under common control with," means direct or indirect possession of thepower to direct or cause the direction of the management and policies of aperson through (i) the ownership of voting securities, (ii) by contract otherthan a commercial contract for goods or nonmanagement services, or (iii)otherwise, unless the power is the result of an official position with orcorporate office held by the person. Control shall be presumed to exist ifany person directly or indirectly owns, controls, holds with the power tovote, or holds proxies representing collectively ten percent or more of thevoting securities of any other person. This presumption may be rebutted by ashowing made in the manner provided by subsection H of § 38.2-4231 thatcontrol does not exist. After giving all interested persons notice andopportunity to be heard and making specific findings to support itsdetermination, the Commission may determine that control exists,notwithstanding the absence of a presumption to that effect.
"Holding company system" means two or more affiliated persons, one or moreof which is a nonstock corporation licensed under this chapter.
"Surplus" means the excess of total admitted assets over the liabilities ofa nonstock corporation licensed under this chapter, and shall include anycontingency reserves maintained pursuant to § 38.2-4208 and any voluntaryreserves.
"Transaction" means any (i) sale, purchase, exchange, renting or leasingarrangement, loan or extension of credit, arrangement for the assumption,extension or renewal of any obligation or liability, guaranty or suretyarrangement, or investment; (ii) dividend or distribution of cash orproperty; (iii) reinsurance treaty or risk-sharing arrangement; (iv)management contract, service contract or cost-sharing arrangement; or (v)other arrangement, relationship or dealings that the Commission by order,rule or regulation determines to be a transaction contemplated by thisarticle. A transaction shall not include any transaction which the Commissionby rule or regulation exempts as not being material for the purpose of §§38.2-4231 and 38.2-4233. Any series of transactions occurring within atwelve-month period that are sufficiently similar in nature as to bereasonably construed as a single transaction and that in the aggregate exceedany minimum set forth in §§ 38.2-4231 and 38.2-4233 shall be deemed atransaction subject to the provisions of such sections.
"Voting security" means any security that enables the owner to vote for theelection of directors. Voting security includes any security convertibleinto or evidencing a right to acquire a voting security.
(1989, c. 606; 1992, c. 588.)