                                 CODE OF VIRGINIA

EFFECT OF MERGER OR SHARE EXCHANGE (§ 13.1-721)

A. When a merger becomes effective:

   1. The domestic or foreign corporation or eligible entity that is designated
   in the plan of merger as the survivor continues or comes into existence as the
   case may be;

   2. The separate existence of every domestic or foreign corporation or eligible
   entity that is merged into the survivor ceases;

   3. All property owned by, and every contract right possessed by, each domestic
   or foreign corporation or eligible entity that merges into the survivor is
   vested in the survivor without transfer, reversion or impairment;

   4. All debts, obligations, and liabilities of each domestic or foreign
   corporation or eligible entity that is merged into the survivor are debts,
   obligations, or liabilities of the survivor;

   5. The name of the survivor may, but need not be, substituted in any pending
   proceeding for the name of any party to the merger whose separate existence
   ceased in the merger;

   6. If the survivor is a domestic corporation, the articles of incorporation
   and bylaws of the survivor are amended to the extent provided in the plan of
   merger;

   7. The articles of incorporation and bylaws of a survivor that is a domestic
   corporation created by the merger become effective;

   8. The shares of each domestic or foreign corporation that is a party to the
   merger, and the eligible interests in a domestic or foreign eligible entity
   that is a party to the merger, that are to be converted under the plan of
   merger into shares, other securities, eligible interests, obligations, rights
   to acquire shares, other securities, or eligible interests, cash, other
   property or any combination of the foregoing, are converted, and the former
   holders of such shares or eligible interests are entitled only to the rights
   provided to them in the plan of merger or to any rights they may have under
   Article 15 (&#xA7; 13.1-729 et seq.) or the organic law governing the foreign
   corporation or domestic or foreign eligible entity;

   9. Except as provided by law or the plan of merger, all the rights,
   privileges, franchises, and immunities of each entity that was a party to the
   merger, other than the survivor, are the rights, privileges, franchises, and
   immunities of the survivor; and

   10. If the survivor existed before the merger:
   				a. All the property and contract rights of the survivor remain its
   property and contract rights without transfer, reversion, or impairment;
   				b. The survivor remains subject to all its debts, obligations, and other
   liabilities; and
   				c. Except as provided by law or the plan of merger, the survivor continues
   to hold all of its rights, privileges, franchises, and immunities.

B. When a share exchange becomes effective, the shares or eligible interests in
the acquired entity that are to be exchanged for shares and other securities,
eligible interests, obligations, rights to acquire shares, other securities,
eligible interests, cash, other property, or any combination of the foregoing,
are entitled only to the rights provided to them in the plan of share exchange
or to any rights they may have under Article 15 (&#xA7; 13.1-729 et seq.) or
under the organic law governing the acquired entity.

C. Except as otherwise provided in the articles of incorporation of a domestic
corporation or the organic law governing or organic rules of a foreign
corporation or a domestic or foreign eligible entity, the effect of a merger or
share exchange on interest holder liability is as follows:

   1. A person who becomes subject to a new interest holder liability in respect
   of an entity as a result of a merger or share exchange shall have that new
   interest holder liability only in respect of interest holder liabilities that
   arise after the merger or share exchange becomes effective.

   2. If a person had interest holder liability with respect to a party to the
   merger or the acquired entity before the merger or share exchange becomes
   effective with respect to shares or eligible interests of such party or
   acquired entity that were (i) exchanged in the merger or share exchange, (ii)
   were canceled in the merger, or (iii) the terms and conditions of which
   relating to interest holder liability were amended pursuant to the merger:
   				a. The merger or share exchange does not discharge that prior interest
   holder liability with respect to any interest holder liabilities that arose
   before the merger or share exchange becomes effective.
   				b. The provisions of the organic law governing any entity for which the
   person had that prior interest holder liability shall continue to apply to the
   collection or discharge of any interest holder liabilities preserved by
   subdivision C 2 a, as if the merger or share exchange had not occurred.
   				c. The person shall have such rights of contribution from other persons as
   are provided by the organic law governing the entity for which the person had
   that prior interest holder liability with respect to any interest holder
   liabilities preserved by subdivision C 2 a, as if the merger or share exchange
   had not occurred.
   				d. The person shall not, by reason of such prior interest holder
   liability, have interest holder liability with respect to any interest holder
   liabilities that arise after the merger or share exchange becomes effective.

   3. If a person has interest holder liability both before and after a merger
   becomes effective with unchanged terms and conditions with respect to the
   entity that is the survivor by reason of owning the same shares or eligible
   interests before and after the merger becomes effective, the merger has no
   effect on such interest holder liability.

   4. A share exchange has no effect on interest holder liability related to
   shares or eligible interests of the acquired entity that were not exchanged in
   the share exchange.

D. Upon a merger becoming effective, a foreign corporation or a foreign eligible
entity that is the survivor of the merger is deemed to:

   1. Appoint the clerk of the Commission as its agent for service of process in
   any proceeding (i) to enforce the rights of shareholders of each domestic
   corporation that was a party to the merger who exercise appraisal rights or
   (ii) based on a cause of action against a nonsurviving domestic corporation
   arising during the time it was in existence under the laws of the
   Commonwealth, which service of process shall be made on the clerk in
   accordance with &#xA7; 12.1-19.1; and

   2. Agree that it will promptly pay the amount, if any, to which such
   shareholders are entitled under Article 15 (&#xA7; 13.1-729 et seq.).

E. No corporation that is required by law to be a domestic corporation, may, by
merger, cease to be a domestic corporation, but every such corporation, even
though a corporation of some other state, the United States or another country,
shall also be a domestic corporation of the Commonwealth.

F. Except as provided in the organic law governing a party to a merger or in its
articles of incorporation or organic rules, the merger does not give rise to any
rights that a third party would have upon a dissolution, liquidation, or winding
up of that party. The merger does not require a party to the merger to wind up
the affairs of that party and does not constitute or cause its dissolution,
termination, or cancellation.

G. A bequest, devise, gift, grant, or promise contained in a will or other
instrument of donation, subscription, or conveyance that is made to an entity
that is a party to a merger that is not the survivor and that takes effect or
remains payable after the merger inures to the survivor.

H. A trust obligation that would govern property if transferred to a
nonsurviving entity applies to property that is transferred to the survivor
after a merger becomes effective.

HISTORY: Code 1950, § 13.1-74; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985,
c. 522; 2005, c. 765; 2019, c. 734; 2020, c. 1226.