                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-725)

For purposes of this article:
		An &#8220;affiliate&#8221; 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.
		An &#8220;affiliated transaction&#8221; means any of the following
transactions:

1. 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;

2. Any share exchange pursuant to &#xA7; 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. 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&#8217;s
consolidated net worth as of the date of the corporation&#8217;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&#8217;s consolidated net worth as of the date of the
corporation&#8217;s most recently available financial statements;

4. 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;

5. The dissolution, domestication, or conversion of the corporation if proposed
by or on behalf of an interested shareholder; or

6. 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.
			The &#8220;announcement date&#8221; 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.
			An &#8220;associate&#8221; means as to any specified person:

1. 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;

2. 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

3. 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.
			A person is deemed to be a &#8220;beneficial owner&#8221; of voting shares as
to which such person and such person&#8217;s affiliates and associates,
individually or in the aggregate, have or share directly, or indirectly through
any contract, arrangement, understanding, relationship, or otherwise:

1. 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;

2. Investment power, which includes the power to dispose or to direct the
disposition of the voting shares; or

3. 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&#8217;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.
			&#8220;Control&#8221; 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&#8217;s voting shares shall be deemed to constitute
control.
			The &#8220;determination date&#8221; means the date on which an interested
shareholder became an interested shareholder.
			Unless otherwise specified in the articles of incorporation initially filed
with the Commission, for purposes of this article a &#8220;disinterested
director&#8221; 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.
			&#8220;Fair market value&#8221; means:

1. 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

2. 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.
			An &#8220;interested shareholder&#8221; means any person that is:

1. The beneficial owner of more than 10 percent of any class of the outstanding
voting shares of the corporation; however, the term &#8220;interested
shareholder&#8221; 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 &#8220;beneficial
owner&#8221; 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

2. An affiliate or associate of the corporation and at any time within the
preceding three years was an interested shareholder of such corporation.
			&#8220;Valuation date&#8221; 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.
			&#8220;Voting shares&#8221; means the outstanding shares of all classes or
series of the corporation entitled to vote generally in the election of
directors.

HISTORY: 1985, c. 522; 1988, c. 442; 2005, c. 765; 2010, c. 782; 2019, c. 734.