Okla. Stat. tit. 36, § 36-6032: Limitation on sales of equity securities of certain

domestic life insurance companies.

A. Not more than forty-nine percent (49%) of the equity

securities of any insurer shall be sold to any person, firm,

corporation or trustee or nominee thereof where said insurer has

been organized within two (2) years preceding the acquisition of

such equity securities, unless the stock so sold or acquired shall

have been at a price not less than the highest market value of such

stock during two (2) years subsequent to incorporation or the

highest price at which such stock is offered to the public during

two (2) years subsequent to incorporation, whichever sum is the

greater. Should more than forty-nine percent (49%) of the equity

securities of any insurer be sold to any person, firm, corporation

or trustee or nominee thereof at a price less than the highest

market price or the highest price such stock is offered to the

public during the first two (2) years subsequent to incorporation,

such excess between the purchase price and such highest market or

highest offering price shall inure to and be recoverable by the

insurer, unless such equity security was acquired in good faith in

connection with a debt previously contracted, irrespective of any

intention on the part of such purchaser in entering into such

transaction.

B. Suit to recover such profit may be instituted at law or in

equity in any court of competent jurisdiction by the insurer or by

the owner of any equity security of the insurer in the name of and

in behalf of the insurer if the insurer shall fail or refuse to

bring suit within sixty (60) days after request or shall fail to

diligently prosecute the same thereafter. If no suit to recover the

difference between the purchase price and such highest market or

highest offered price is filed within six (6) months after the

realization of such profit or after the expiration of two (2) years

subsequent to the incorporation of the insurer, or if at any time

such suit is not diligently prosecuted, the Insurance Commissioner

may file or prosecute such suit for and on behalf of the insurer at

the expense of the insurer.

C. If the Insurance Commissioner shall find from substantial

evidence submitted that for the best interest of the policyholders

or creditors of an insurer the Commissioner should approve some plan

of merger, consolidation, rehabilitation or sale of such insurer but

is prevented or hindered from doing so because of the provisions of

this section, the Commissioner may order that said transaction be

exempt from the provisions of this section.