{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-725.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-725.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-725.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-725.html"}],"law_id":60304,"edition_id":1,"section_id":60304,"structure_id":14434,"section_number":"13.1-725","catch_line":"Definitions","history":"1985, c. 522; 1988, c. 442; 2005, c. 765; 2010, c. 782; 2019, c. 734.","full_text":"For purposes of this article:\n\t\tAn “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the person specified.\n\t\tAn “affiliated transaction” means any of the following transactions:\n\n1\n\nAny merger of the corporation or any of its subsidiaries with any interested shareholder or with any other corporation that immediately after the merger would be an affiliate of an interested shareholder that was an interested shareholder immediately before the merger;2\n\nAny share exchange pursuant to § 13.1-717 in which any interested shareholder acquires one or more classes or series of voting shares of the corporation or any of its subsidiaries;3\n\nExcept for transactions in the ordinary course of business, (i) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any interested shareholder of any assets of the corporation or of any of its subsidiaries having an aggregate fair market value in excess of five percent of the corporation’s consolidated net worth as of the date of the corporation’s most recently available financial statements, or (ii) any guaranty by the corporation or any of its subsidiaries (in one transaction or a series of transactions) of indebtedness of any interested shareholder in an amount in excess of five percent of the corporation’s consolidated net worth as of the date of the corporation’s most recently available financial statements;4\n\nThe sale or other disposition by the corporation or any of its subsidiaries to an interested shareholder (in one transaction or a series of transactions) of any voting shares of the corporation or any of its subsidiaries having an aggregate market value in excess of five percent of the aggregate market value of all outstanding voting shares of the corporation except pursuant to a share dividend or the exercise of rights or warrants distributed or offered on a basis affording substantially proportionate treatment to all holders of the same class or series of voting shares;5\n\nThe dissolution, domestication, or conversion of the corporation if proposed by or on behalf of an interested shareholder; or6\n\nAny reclassification of securities, including any reverse stock split, or recapitalization of the corporation, or any merger of the corporation with any of its subsidiaries or any distribution or other transaction, whether or not with or into or otherwise involving an interested shareholder, which has the effect, directly or indirectly (in one transaction or a series of transactions), of increasing by more than five percent the percentage of the outstanding voting shares of the corporation or any of its subsidiaries beneficially owned by any interested shareholder.\n\t\t\tThe “announcement date” means the date of the first general public announcement of the proposed affiliated transaction or of the intention to propose an affiliated transaction or the date on which the proposed affiliated transaction or the intention to propose an affiliated transaction is first communicated generally to shareholders of the corporation, whichever is earlier.\n\t\t\tAn “associate” means as to any specified person:1\n\nAny entity, other than the corporation and any of its subsidiaries, of which such person is an officer, director, manager, or general partner or is the beneficial owner of 10 percent or more of any class of voting shares or other interests;2\n\nAny 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; and3\n\nAny relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is an officer or director of the corporation or any of its affiliates.\n\t\t\tA person is deemed to be a “beneficial owner” of voting shares as to which such person and such person’s affiliates and associates, individually or in the aggregate, have or share directly, or indirectly through any contract, arrangement, understanding, relationship, or otherwise:1\n\nVoting power, which includes the power to vote or to direct the voting of the voting shares, unless such power results solely from a revocable proxy given in response to a proxy solicitation made to more than 10 persons by way of a solicitation statement filed with the U.S. Securities and Exchange Commission and in accordance with the federal Securities Exchange Act of 1934;2\n\nInvestment power, which includes the power to dispose or to direct the disposition of the voting shares; or3\n\nThe right to acquire voting power or investment power, whether such right is exercisable immediately or only after the passage of time, pursuant to any contract, arrangement, or understanding, upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; provided, that (i) a person shall not be deemed to be a beneficial owner of voting shares tendered pursuant to a tender or exchange offer made by such person or such person’s affiliates or associates until such tendered voting shares are accepted for purchase or exchange, (ii) a member of a national securities exchange shall not be deemed to be a beneficial owner of shares held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities and, pursuant to the rules of such exchange may direct the vote of such shares, without instructions, on other than contested matters or matters that may affect substantially the rights or privileges of the holders of the shares to be voted but is otherwise precluded by the rules of such exchange from voting without instructions and (iii) a director of the corporation shall not be deemed to be a beneficial owner of voting shares beneficially owned by another director of the corporation solely by reason of actions undertaken by such persons in their capacity as directors of the corporation.\n\t\t\t“Control” means the possession, directly or indirectly, through the ownership of voting securities, by contract, arrangement, understanding, relationship or otherwise, of the power to direct or cause the direction of the management and policies of a person. The beneficial ownership of 10 percent or more of a corporation’s voting shares shall be deemed to constitute control.\n\t\t\tThe “determination date” means the date on which an interested shareholder became an interested shareholder.\n\t\t\tUnless otherwise specified in the articles of incorporation initially filed with the Commission, for purposes of this article a “disinterested director” means as to any particular interested shareholder (i) any member of the board of directors of the corporation who was a member of the board of directors before the later of January 1, 1988, and the determination date and (ii) any member of the board of directors of the corporation who was recommended for election by, or was elected to fill a vacancy and received the affirmative vote of, a majority of the disinterested directors then on the board of directors.\n\t\t\t“Fair market value” means:1\n\nIn the case of shares, the highest closing sale price of a share quoted during the 30-day period immediately preceding the date in question on the composite tape for shares listed on the New York Stock Exchange, or, if such shares are not quoted on the composite tape on the New York Stock Exchange, on the principal United States securities exchange registered under the federal Securities Exchange Act of 1934 on which such shares are listed, or, if such shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the 30-day period preceding the date in question on the NASDAQ stock market automated quotations system or any similar system then in general use, or, if no such quotations are available, the fair market value of a share on the date in question as determined by a majority of the disinterested directors; and2\n\nIn the case of property other than cash or shares, the fair market value of such property on the date in question as determined by a majority of the disinterested directors.\n\t\t\tAn “interested shareholder” means any person that is:1\n\nThe beneficial owner of more than 10 percent of any class of the outstanding voting shares of the corporation; however, the term “interested shareholder” shall not include the corporation or any of its subsidiaries, any savings, employee stock ownership, or other employee benefit plan of the corporation or any of its subsidiaries, or any fiduciary with respect to any such plan when acting in such capacity. For the purpose of determining whether a person is an interested shareholder, the number of voting shares deemed to be outstanding shall include shares deemed owned by the interested shareholder through application of subdivision 3 under the definition of “beneficial owner” but shall not include any other voting shares that may be issuable pursuant to any contract, arrangement, or understanding, upon the exercise of any conversion right, exchange right, warrant, or option, or otherwise; or2\n\nAn affiliate or associate of the corporation and at any time within the preceding three years was an interested shareholder of such corporation.\n\t\t\t“Valuation date” means, if the affiliated transaction is voted upon by shareholders, the day before the date of the vote of shareholders or, if the affiliated transaction is not voted upon by shareholders, the date of the consummation of the transaction.\n\t\t\t“Voting shares” means the outstanding shares of all classes or series of the corporation entitled to vote generally in the election of directors.","order_by":null,"text":{"0":{"id":220569,"text":"For purposes of this article:\n\t\tAn “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the person specified.\n\t\tAn “affiliated transaction” means any of the following transactions:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":220570,"text":"Any merger of the corporation or any of its subsidiaries with any interested shareholder or with any other corporation that immediately after the merger would be an affiliate of an interested shareholder that was an interested shareholder immediately before the merger;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":220571,"text":"Any share exchange pursuant to § 13.1-717 in which any interested shareholder acquires one or more classes or series of voting shares of the corporation or any of its subsidiaries;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":220572,"text":"Except for transactions in the ordinary course of business, (i) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any interested shareholder of any assets of the corporation or of any of its subsidiaries having an aggregate fair market value in excess of five percent of the corporation’s consolidated net worth as of the date of the corporation’s most recently available financial statements, or (ii) any guaranty by the corporation or any of its subsidiaries (in one transaction or a series of transactions) of indebtedness of any interested shareholder in an amount in excess of five percent of the corporation’s consolidated net worth as of the date of the corporation’s most recently available financial statements;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":220573,"text":"The sale or other disposition by the corporation or any of its subsidiaries to an interested shareholder (in one transaction or a series of transactions) of any voting shares of the corporation or any of its subsidiaries having an aggregate market value in excess of five percent of the aggregate market value of all outstanding voting shares of the corporation except pursuant to a share dividend or the exercise of rights or warrants distributed or offered on a basis affording substantially proportionate treatment to all holders of the same class or series of voting shares;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":220574,"text":"The dissolution, domestication, or conversion of the corporation if proposed by or on behalf of an interested shareholder; or","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":220575,"text":"Any reclassification of securities, including any reverse stock split, or recapitalization of the corporation, or any merger of the corporation with any of its subsidiaries or any distribution or other transaction, whether or not with or into or otherwise involving an interested shareholder, which has the effect, directly or indirectly (in one transaction or a series of transactions), of increasing by more than five percent the percentage of the outstanding voting shares of the corporation or any of its subsidiaries beneficially owned by any interested shareholder.\n\t\t\tThe “announcement date” means the date of the first general public announcement of the proposed affiliated transaction or of the intention to propose an affiliated transaction or the date on which the proposed affiliated transaction or the intention to propose an affiliated transaction is first communicated generally to shareholders of the corporation, whichever is earlier.\n\t\t\tAn “associate” means as to any specified person:","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"1"},"7":{"id":220576,"text":"Any entity, other than the corporation and any of its subsidiaries, of which such person is an officer, director, manager, or general partner or is the beneficial owner of 10 percent or more of any class of voting shares or other interests;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"6","next_prefix":"2"},"8":{"id":220577,"text":"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","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"9":{"id":220578,"text":"Any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is an officer or director of the corporation or any of its affiliates.\n\t\t\tA person is deemed to be a “beneficial owner” of voting shares as to which such person and such person’s affiliates and associates, individually or in the aggregate, have or share directly, or indirectly through any contract, arrangement, understanding, relationship, or otherwise:","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"1"},"10":{"id":220579,"text":"Voting power, which includes the power to vote or to direct the voting of the voting shares, unless such power results solely from a revocable proxy given in response to a proxy solicitation made to more than 10 persons by way of a solicitation statement filed with the U.S. Securities and Exchange Commission and in accordance with the federal Securities Exchange Act of 1934;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"3","next_prefix":"2"},"11":{"id":220580,"text":"Investment power, which includes the power to dispose or to direct the disposition of the voting shares; or","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"12":{"id":220581,"text":"The right to acquire voting power or investment power, whether such right is exercisable immediately or only after the passage of time, pursuant to any contract, arrangement, or understanding, upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; provided, that (i) a person shall not be deemed to be a beneficial owner of voting shares tendered pursuant to a tender or exchange offer made by such person or such person’s affiliates or associates until such tendered voting shares are accepted for purchase or exchange, (ii) a member of a national securities exchange shall not be deemed to be a beneficial owner of shares held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities and, pursuant to the rules of such exchange may direct the vote of such shares, without instructions, on other than contested matters or matters that may affect substantially the rights or privileges of the holders of the shares to be voted but is otherwise precluded by the rules of such exchange from voting without instructions and (iii) a director of the corporation shall not be deemed to be a beneficial owner of voting shares beneficially owned by another director of the corporation solely by reason of actions undertaken by such persons in their capacity as directors of the corporation.\n\t\t\t“Control” means the possession, directly or indirectly, through the ownership of voting securities, by contract, arrangement, understanding, relationship or otherwise, of the power to direct or cause the direction of the management and policies of a person. The beneficial ownership of 10 percent or more of a corporation’s voting shares shall be deemed to constitute control.\n\t\t\tThe “determination date” means the date on which an interested shareholder became an interested shareholder.\n\t\t\tUnless otherwise specified in the articles of incorporation initially filed with the Commission, for purposes of this article a “disinterested director” means as to any particular interested shareholder (i) any member of the board of directors of the corporation who was a member of the board of directors before the later of January 1, 1988, and the determination date and (ii) any member of the board of directors of the corporation who was recommended for election by, or was elected to fill a vacancy and received the affirmative vote of, a majority of the disinterested directors then on the board of directors.\n\t\t\t“Fair market value” means:","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"1"},"13":{"id":220582,"text":"In the case of shares, the highest closing sale price of a share quoted during the 30-day period immediately preceding the date in question on the composite tape for shares listed on the New York Stock Exchange, or, if such shares are not quoted on the composite tape on the New York Stock Exchange, on the principal United States securities exchange registered under the federal Securities Exchange Act of 1934 on which such shares are listed, or, if such shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the 30-day period preceding the date in question on the NASDAQ stock market automated quotations system or any similar system then in general use, or, if no such quotations are available, the fair market value of a share on the date in question as determined by a majority of the disinterested directors; and","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"3","next_prefix":"2"},"14":{"id":220583,"text":"In the case of property other than cash or shares, the fair market value of such property on the date in question as determined by a majority of the disinterested directors.\n\t\t\tAn “interested shareholder” means any person that is:","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"1"},"15":{"id":220584,"text":"The beneficial owner of more than 10 percent of any class of the outstanding voting shares of the corporation; however, the term “interested shareholder” shall not include the corporation or any of its subsidiaries, any savings, employee stock ownership, or other employee benefit plan of the corporation or any of its subsidiaries, or any fiduciary with respect to any such plan when acting in such capacity. For the purpose of determining whether a person is an interested shareholder, the number of voting shares deemed to be outstanding shall include shares deemed owned by the interested shareholder through application of subdivision 3 under the definition of “beneficial owner” but shall not include any other voting shares that may be issuable pursuant to any contract, arrangement, or understanding, upon the exercise of any conversion right, exchange right, warrant, or option, or otherwise; or","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"2","next_prefix":"2"},"16":{"id":220585,"text":"An affiliate or associate of the corporation and at any time within the preceding three years was an interested shareholder of such corporation.\n\t\t\t“Valuation date” means, if the affiliated transaction is voted upon by shareholders, the day before the date of the vote of shareholders or, if the affiliated transaction is not voted upon by shareholders, the date of the consummation of the transaction.\n\t\t\t“Voting shares” means the outstanding shares of all classes or series of the corporation entitled to vote generally in the election of directors.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1"}},"ancestry":[{"id":14434,"edition_id":1,"name":"Affiliated Transactions","identifier":"14","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:48:08","date_modified":"2026-06-26 03:48:08","permalink":{"id":150477,"object_type":"structure","relational_id":14434,"identifier":"14","token":"13.1\/9\/14","url":"\/13.1\/9\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":60304,"structure_id":14434,"section_number":"13.1-725","catch_line":"Definitions","url":"\/13.1-725\/","token":"13.1\/9\/14\/13.1-725","metadata":false},{"id":71945,"structure_id":14434,"section_number":"13.1-725.1","catch_line":"Affiliated transactions","url":"\/13.1-725.1\/","token":"13.1\/9\/14\/13.1-725.1","metadata":false},{"id":58410,"structure_id":14434,"section_number":"13.1-726","catch_line":"Voting requirements for affiliated transactions","url":"\/13.1-726\/","token":"13.1\/9\/14\/13.1-726","metadata":false},{"id":74327,"structure_id":14434,"section_number":"13.1-726.1","catch_line":"Determination by disinterested directors","url":"\/13.1-726.1\/","token":"13.1\/9\/14\/13.1-726.1","metadata":false},{"id":75018,"structure_id":14434,"section_number":"13.1-727","catch_line":"Exceptions","url":"\/13.1-727\/","token":"13.1\/9\/14\/13.1-727","metadata":false},{"id":68737,"structure_id":14434,"section_number":"13.1-727.1","catch_line":"Nonexclusivity","url":"\/13.1-727.1\/","token":"13.1\/9\/14\/13.1-727.1","metadata":false},{"id":55797,"structure_id":14434,"section_number":"13.1-728","catch_line":"Repealed","url":"\/13.1-728\/","token":"13.1\/9\/14\/13.1-728","metadata":false}],"next_section":{"id":71945,"structure_id":14434,"section_number":"13.1-725.1","catch_line":"Affiliated transactions","url":"\/13.1-725.1\/","token":"13.1\/9\/14\/13.1-725.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-725\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 4 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1988, chapter 442; in 2005, chapter 765<\/a>; in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"},{"id":77467,"section_number":"38.2-3115","catch_line":"Interest on life insurance and annuity contract proceeds","order_by":null,"url":"\/38.2-3115\/"}],"refers_to":[{"id":82947,"section_number":"13.1-717","catch_line":"Share exchange","order_by":null,"url":"\/13.1-717\/"}],"permalink":{"id":150479,"object_type":"law","relational_id":60304,"identifier":"13.1-725","token":"13.1\/9\/14\/13.1-725","url":"\/13.1-725\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-725\/","token":"13.1\/9\/14\/13.1-725","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-725","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

For purposes of this article:\n\t\tAn “affiliate<\/span>” means a person<\/span> that directly, or indirectly through one or more intermediaries, controls<\/span>, is controlled by, or is under common control<\/span> with the person<\/span> specified.\n\t\tAn “affiliated transaction<\/span>” means any of the following transactions:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any merger<\/span> of the corporation<\/span> or any of its subsidiaries with any interested shareholder<\/span> or with any other corporation<\/span> that immediately after the merger<\/span> would be an affiliate<\/span> of an interested shareholder<\/span> that was an interested shareholder<\/span> immediately before the merger<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any share exchange<\/span> pursuant to § 13.1-717<\/a> in which any interested shareholder<\/span> acquires one or more classes or series of voting shares<\/span> of the corporation<\/span> or any of its subsidiaries; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Except for transactions in the ordinary course of business, (i) any sale, lease, exchange, mortgage, pledge, transfer or other disposition<\/span> (in one transaction or a series of transactions) to or with any interested shareholder<\/span> of any assets<\/span> of the corporation<\/span> or of any of its subsidiaries having an aggregate fair market value in excess of five percent of the corporation<\/span>’s consolidated net worth as of the date of the corporation<\/span>’s most recently available financial statements, or (ii) any guaranty by the corporation<\/span> or any of its subsidiaries (in one transaction or a series of transactions) of indebtedness of any interested shareholder<\/span> in an amount in excess of five percent of the corporation<\/span>’s consolidated net worth as of the date of the corporation<\/span>’s most recently available financial statements; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The sale or other disposition<\/span> by the corporation<\/span> or any of its subsidiaries to an interested shareholder<\/span> (in one transaction or a series of transactions) of any voting shares<\/span> of the corporation<\/span> or any of its subsidiaries having an aggregate market value in excess of five percent of the aggregate market value of all outstanding voting shares<\/span> of the corporation<\/span> except pursuant to a share dividend or the exercise of rights or warrants distributed or offered on a basis affording substantially proportionate treatment to all holders of the same class or series of voting shares<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The dissolution, domestication, or conversion of the corporation<\/span> if proposed by or on behalf of an interested shareholder<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Any reclassification of securities, including any reverse<\/span> stock split, or recapitalization of the corporation<\/span>, or any merger<\/span> of the corporation<\/span> with any of its subsidiaries or any distribution<\/span> or other transaction, whether or not with or into or otherwise involving an interested shareholder<\/span>, which has the effect, directly or indirectly (in one transaction or a series of transactions), of increasing by more than five percent the percentage of the outstanding voting shares<\/span> of the corporation<\/span> or any of its subsidiaries beneficially owned by any interested shareholder<\/span>.\n\t\t\tThe “announcement date<\/span>” means the date of the first general public announcement of the proposed affiliated transaction<\/span> or of the intention to propose an affiliated transaction<\/span> or the date on which the proposed affiliated transaction<\/span> or the intention to propose an affiliated transaction<\/span> is first communicated generally to shareholders<\/span> of the corporation<\/span>, whichever is earlier.\n\t\t\tAn “associate<\/span>” means as to any specified person<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any entity<\/span>, other than the corporation<\/span> and any of its subsidiaries, of which such person<\/span> is an officer, director, manager, or general partner or is the beneficial owner<\/span> of 10 percent or more of any class of voting shares<\/span> or other interests<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any trust or other estate in which such person<\/span> has a substantial beneficial interest<\/span> or as to which such person<\/span> serves as trustee or in a similar fiduciary capacity; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any relative or spouse of such person<\/span>, or any relative of such spouse, who has the same home as such person<\/span> or who is an officer or director of the corporation<\/span> or any of its affiliates<\/span>.\n\t\t\tA person<\/span> is deemed to be a “beneficial owner<\/span>” of voting shares<\/span> as to which such person<\/span> and such person<\/span>’s affiliates<\/span> and associates<\/span>, individually or in the aggregate, have or share directly, or indirectly through any contract<\/span>, arrangement, understanding, relationship, or otherwise: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Voting power<\/span>, which includes the power to vote or to direct the voting of the voting shares<\/span>, unless such power results solely from a revocable proxy given in response to a proxy solicitation made to more than 10 persons<\/span> by way of a solicitation statement filed with the U.S. Securities and Exchange Commission<\/span> and in accordance with the federal Securities Exchange Act of 1934; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Investment power, which includes the power to dispose or to direct the disposition<\/span> of the voting shares<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The right to acquire voting power<\/span> or investment power, whether such right is exercisable immediately or only after the passage of time, pursuant to any contract<\/span>, arrangement, or understanding, upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; provided, that (i) a person<\/span> shall not be deemed to be a beneficial owner<\/span> of voting shares<\/span> tendered pursuant to a tender or exchange offer made by such person<\/span> or such person<\/span>’s affiliates<\/span> or associates<\/span> until such tendered voting shares<\/span> are accepted for purchase or exchange, (ii) a member of a national securities exchange shall not be deemed to be a beneficial owner<\/span> of shares held directly or indirectly by it on behalf of another person<\/span> solely because such member is the record holder of such securities and, pursuant to the rules of such exchange may direct the vote of such shares, without instructions, on other than contested matters or matters that may affect substantially the rights or privileges<\/span> of the holders of the shares to be voted but is otherwise precluded by the rules of such exchange from voting without instructions and (iii) a director of the corporation<\/span> shall not be deemed to be a beneficial owner<\/span> of voting shares<\/span> beneficially owned by another director of the corporation<\/span> solely by reason of actions undertaken by such persons<\/span> in their capacity as directors of the corporation<\/span>.\n\t\t\t“Control<\/span>” means the possession<\/span>, directly or indirectly, through the ownership of voting securities, by contract<\/span>, arrangement, understanding, relationship or otherwise, of the power to direct or cause the direction of the management and policies of a person<\/span>. The beneficial ownership of 10 percent or more of a corporation<\/span>’s voting shares<\/span> shall be deemed to constitute control<\/span>.\n\t\t\tThe “determination date<\/span>” means the date on which an interested shareholder<\/span> became an interested shareholder<\/span>.\n\t\t\tUnless otherwise specified in the articles of incorporation<\/span> initially filed with the Commission<\/span>, for purposes of this article a “disinterested director<\/span>” means as to any particular interested shareholder<\/span> (i) any member of the board of directors of the corporation<\/span> who was a member of the board of directors before the later of January 1, 1988, and the determination date<\/span> and (ii) any member of the board of directors of the corporation<\/span> who was recommended for election by, or was elected to fill a vacancy and received the affirmative vote of, a majority of the disinterested directors<\/span> then on the board of directors.\n\t\t\t“Fair market value” means: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> In the case of shares, the highest closing sale price of a share quoted during the 30-day period immediately preceding the date in question on the composite tape for shares listed on the New York Stock Exchange, or, if such shares are not quoted on the composite tape on the New York Stock Exchange, on the principal United States<\/span> securities exchange registered under the federal Securities Exchange Act of 1934 on which such shares are listed, or, if such shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the 30-day period preceding the date in question on the NASDAQ stock market automated quotations system or any similar system then in general use, or, if no such quotations are available, the fair market value of a share on the date in question as determined by a majority of the disinterested directors<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In the case of property other than cash or shares, the fair market value of such property on the date in question as determined by a majority of the disinterested directors<\/span>.\n\t\t\tAn “interested shareholder<\/span>” means any person<\/span> that is: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The beneficial owner<\/span> of more than 10 percent of any class of the outstanding voting shares<\/span> of the corporation<\/span>; however, the term “interested shareholder<\/span>” shall not include the corporation<\/span> or any of its subsidiaries, any savings, employee stock ownership, or other employee benefit plan of the corporation<\/span> or any of its subsidiaries, or any fiduciary with respect to any such plan when acting in such capacity. For the purpose of determining whether a person<\/span> is an interested shareholder<\/span>, the number of voting shares<\/span> deemed to be outstanding shall include shares deemed owned by the interested shareholder<\/span> through application of subdivision 3 under the definition of “beneficial owner<\/span>” but shall not include any other voting shares<\/span> that may be issuable pursuant to any contract<\/span>, arrangement, or understanding, upon the exercise of any conversion right, exchange right, warrant, or option, or otherwise; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An affiliate<\/span> or associate<\/span> of the corporation<\/span> and at any time within the preceding three years was an interested shareholder<\/span> of such corporation<\/span>.\n\t\t\t“Valuation date” means, if the affiliated transaction<\/span> is voted upon by shareholders<\/span>, the day before the date of the vote of shareholders<\/span> or, if the affiliated transaction<\/span> is not voted upon by shareholders<\/span>, the date of the consummation of the transaction.\n\t\t\t“Voting shares<\/span>” means the outstanding shares of all classes or series of the corporation<\/span> entitled to vote generally in the election of directors. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-725)\n\nFor purposes of this article:\n\t\tAn “affiliate” means a person that directly, or indirectly through\none or more intermediaries, controls, is controlled by, or is under common\ncontrol with the person specified.\n\t\tAn “affiliated transaction” means any of the following\ntransactions:\n\n1. Any merger of the corporation or any of its subsidiaries with any interested\nshareholder or with any other corporation that immediately after the merger\nwould be an affiliate of an interested shareholder that was an interested\nshareholder immediately before the merger;\n\n2. Any share exchange pursuant to § 13.1-717 in which any interested\nshareholder acquires one or more classes or series of voting shares of the\ncorporation or any of its subsidiaries;\n\n3. Except for transactions in the ordinary course of business, (i) any sale,\nlease, exchange, mortgage, pledge, transfer or other disposition (in one\ntransaction or a series of transactions) to or with any interested shareholder\nof any assets of the corporation or of any of its subsidiaries having an\naggregate fair market value in excess of five percent of the corporation’s\nconsolidated net worth as of the date of the corporation’s most recently\navailable financial statements, or (ii) any guaranty by the corporation or any\nof its subsidiaries (in one transaction or a series of transactions) of\nindebtedness of any interested shareholder in an amount in excess of five\npercent of the corporation’s consolidated net worth as of the date of the\ncorporation’s most recently available financial statements;\n\n4. The sale or other disposition by the corporation or any of its subsidiaries\nto an interested shareholder (in one transaction or a series of transactions) of\nany voting shares of the corporation or any of its subsidiaries having an\naggregate market value in excess of five percent of the aggregate market value\nof all outstanding voting shares of the corporation except pursuant to a share\ndividend or the exercise of rights or warrants distributed or offered on a basis\naffording substantially proportionate treatment to all holders of the same class\nor series of voting shares;\n\n5. The dissolution, domestication, or conversion of the corporation if proposed\nby or on behalf of an interested shareholder; or\n\n6. Any reclassification of securities, including any reverse stock split, or\nrecapitalization of the corporation, or any merger of the corporation with any\nof its subsidiaries or any distribution or other transaction, whether or not\nwith or into or otherwise involving an interested shareholder, which has the\neffect, directly or indirectly (in one transaction or a series of transactions),\nof increasing by more than five percent the percentage of the outstanding voting\nshares of the corporation or any of its subsidiaries beneficially owned by any\ninterested shareholder.\n\t\t\tThe “announcement date” means the date of the first general\npublic announcement of the proposed affiliated transaction or of the intention\nto propose an affiliated transaction or the date on which the proposed\naffiliated transaction or the intention to propose an affiliated transaction is\nfirst communicated generally to shareholders of the corporation, whichever is\nearlier.\n\t\t\tAn “associate” means as to any specified person:\n\n1. Any entity, other than the corporation and any of its subsidiaries, of which\nsuch person is an officer, director, manager, or general partner or is the\nbeneficial owner of 10 percent or more of any class of voting shares or other\ninterests;\n\n2. Any trust or other estate in which such person has a substantial beneficial\ninterest or as to which such person serves as trustee or in a similar fiduciary\ncapacity; and\n\n3. Any relative or spouse of such person, or any relative of such spouse, who\nhas the same home as such person or who is an officer or director of the\ncorporation or any of its affiliates.\n\t\t\tA person is deemed to be a “beneficial owner” of voting shares as\nto which such person and such person’s affiliates and associates,\nindividually or in the aggregate, have or share directly, or indirectly through\nany contract, arrangement, understanding, relationship, or otherwise:\n\n1. Voting power, which includes the power to vote or to direct the voting of the\nvoting shares, unless such power results solely from a revocable proxy given in\nresponse to a proxy solicitation made to more than 10 persons by way of a\nsolicitation statement filed with the U.S. Securities and Exchange Commission\nand in accordance with the federal Securities Exchange Act of 1934;\n\n2. Investment power, which includes the power to dispose or to direct the\ndisposition of the voting shares; or\n\n3. The right to acquire voting power or investment power, whether such right is\nexercisable immediately or only after the passage of time, pursuant to any\ncontract, arrangement, or understanding, upon the exercise of conversion rights,\nexchange rights, warrants, or options, or otherwise; provided, that (i) a person\nshall not be deemed to be a beneficial owner of voting shares tendered pursuant\nto a tender or exchange offer made by such person or such person’s\naffiliates or associates until such tendered voting shares are accepted for\npurchase or exchange, (ii) a member of a national securities exchange shall not\nbe deemed to be a beneficial owner of shares held directly or indirectly by it\non behalf of another person solely because such member is the record holder of\nsuch securities and, pursuant to the rules of such exchange may direct the vote\nof such shares, without instructions, on other than contested matters or matters\nthat may affect substantially the rights or privileges of the holders of the\nshares to be voted but is otherwise precluded by the rules of such exchange from\nvoting without instructions and (iii) a director of the corporation shall not be\ndeemed to be a beneficial owner of voting shares beneficially owned by another\ndirector of the corporation solely by reason of actions undertaken by such\npersons in their capacity as directors of the corporation.\n\t\t\t“Control” means the possession, directly or indirectly, through\nthe ownership of voting securities, by contract, arrangement, understanding,\nrelationship or otherwise, of the power to direct or cause the direction of the\nmanagement and policies of a person. The beneficial ownership of 10 percent or\nmore of a corporation’s voting shares shall be deemed to constitute\ncontrol.\n\t\t\tThe “determination date” means the date on which an interested\nshareholder became an interested shareholder.\n\t\t\tUnless otherwise specified in the articles of incorporation initially filed\nwith the Commission, for purposes of this article a “disinterested\ndirector” means as to any particular interested shareholder (i) any member\nof the board of directors of the corporation who was a member of the board of\ndirectors before the later of January 1, 1988, and the determination date and\n(ii) any member of the board of directors of the corporation who was recommended\nfor election by, or was elected to fill a vacancy and received the affirmative\nvote of, a majority of the disinterested directors then on the board of\ndirectors.\n\t\t\t“Fair market value” means:\n\n1. In the case of shares, the highest closing sale price of a share quoted\nduring the 30-day period immediately preceding the date in question on the\ncomposite tape for shares listed on the New York Stock Exchange, or, if such\nshares are not quoted on the composite tape on the New York Stock Exchange, on\nthe principal United States securities exchange registered under the federal\nSecurities Exchange Act of 1934 on which such shares are listed, or, if such\nshares are not listed on any such exchange, the highest closing bid quotation\nwith respect to a share during the 30-day period preceding the date in question\non the NASDAQ stock market automated quotations system or any similar system\nthen in general use, or, if no such quotations are available, the fair market\nvalue of a share on the date in question as determined by a majority of the\ndisinterested directors; and\n\n2. In the case of property other than cash or shares, the fair market value of\nsuch property on the date in question as determined by a majority of the\ndisinterested directors.\n\t\t\tAn “interested shareholder” means any person that is:\n\n1. The beneficial owner of more than 10 percent of any class of the outstanding\nvoting shares of the corporation; however, the term “interested\nshareholder” shall not include the corporation or any of its subsidiaries,\nany savings, employee stock ownership, or other employee benefit plan of the\ncorporation or any of its subsidiaries, or any fiduciary with respect to any\nsuch plan when acting in such capacity. For the purpose of determining whether a\nperson is an interested shareholder, the number of voting shares deemed to be\noutstanding shall include shares deemed owned by the interested shareholder\nthrough application of subdivision 3 under the definition of “beneficial\nowner” but shall not include any other voting shares that may be issuable\npursuant to any contract, arrangement, or understanding, upon the exercise of\nany conversion right, exchange right, warrant, or option, or otherwise; or\n\n2. An affiliate or associate of the corporation and at any time within the\npreceding three years was an interested shareholder of such corporation.\n\t\t\t“Valuation date” means, if the affiliated transaction is voted\nupon by shareholders, the day before the date of the vote of shareholders or, if\nthe affiliated transaction is not voted upon by shareholders, the date of the\nconsummation of the transaction.\n\t\t\t“Voting shares” means the outstanding shares of all classes or\nseries of the corporation entitled to vote generally in the election of\ndirectors.\n\nHISTORY: 1985, c. 522; 1988, c. 442; 2005, c. 765; 2010, c. 782; 2019, c. 734.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}