A conversion plan must provide that shares of capital stock of the resulting company shall be sold in a private placement, public offering, or an alternative method approved by the commissioner unless the shares are:
(1) sold or distributed to a holder of surplus notes of the converting company; or
(2) subscribed to by:
(A) a tax-qualified employee benefit plan under § 826.059;
(B) a director or officer under § 826.056(b); or
(C) an eligible member exercising subscription rights under § 826.058.