                                 CODE OF VIRGINIA

FORMATION OF A HOLDING COMPANY (§ 13.1-719.1)

A. As used in this section:
			&#8220;Constituent corporation&#8221; means a corporation which, from the
incorporation of the holding company until consummation of a merger governed by
this section, was at all times the sole direct parent of the holding company and
whose shares are converted into shares of the holding company in such merger.
			&#8220;Holding company&#8221; means a corporation which, from its
incorporation until consummation of a merger governed by this section, was at
all times a direct wholly owned subsidiary of the constituent corporation and
whose shares are issued in such merger in exchange for the shares of the
constituent corporation.
			&#8220;Indirect subsidiary&#8221; means a corporation which, from its
incorporation until consummation of a merger governed by this section, was at
all times a direct wholly owned subsidiary of the holding company.

B. Unless its articles of incorporation otherwise provide, a constituent
corporation may merge an indirect subsidiary into itself, or may merge itself
into an indirect subsidiary, without the approval of the shareholders of the
constituent corporation or the board of directors or shareholders of the
indirect subsidiary, if:

   1. Such constituent corporation and indirect subsidiary are the only parties
   to the merger;

   2. The provisions in the articles of incorporation and bylaws of the
   constituent corporation and the holding company immediately before the
   effective time of the merger are identical as they relate to:
   				a. The designation, number, and par value of each class and series of
   shares that are authorized, and the preferences, rights, and limitations of
   each class and series of shares;
   				b. Any terms of the shares that are dependent upon facts objectively
   ascertainable outside of the articles of incorporation or that vary among the
   holders of the same class or series;
   				c. The preemptive right of the shareholders to acquire unissued shares,
   provided, however, that if the constituent corporation was formed on or before
   December 31, 2005, and its articles of incorporation do not deny the
   preemptive right of its shareholders, and the holding company was formed after
   December 31, 2005, the articles of incorporation of the holding company must
   provide that its shareholders have the preemptive right to acquire the holding
   company&#8217;s unissued shares to the same extent the shareholders of the
   constituent corporation had a preemptive right to acquire unissued shares of
   the constituent corporation;
   				d. The definition, limitation, and regulation of the powers of the
   corporation, its directors, and shareholders;
   				e. The management of the business and regulation of the affairs of the
   corporation; and
   				f. For purposes of subdivision 2 c, shares include any warrants, rights,
   or options to acquire any such shares or any security or other obligation of
   the corporation convertible into any such shares or into warrants, rights, or
   options to acquire any such shares;

   3. Each share or fraction of a share of the constituent corporation
   outstanding immediately prior to the effective time of the merger is converted
   in the merger into a share or equal fraction of a share of the holding company
   having the same preferences, rights, and limitations as the share or fraction
   of a share of the constituent corporation being converted in the merger;

   4. Each right to acquire shares of the constituent corporation outstanding
   immediately prior to the effective time of the merger is converted in the
   merger into a right to acquire shares of the holding company having the same
   preferences, rights, and limitations as the right to acquire shares of the
   constituent corporation being converted in the merger; and

   5. The directors of the constituent corporation become or remain the directors
   of the holding company upon the effective time of the merger.

C. Notwithstanding any provision in this chapter to the contrary, a plan of
merger adopted pursuant to this section may include:

   1. If the indirect subsidiary is the survivor:
   				a. An amendment or restatement of the indirect subsidiary&#8217;s articles
   of incorporation to change the name of the indirect subsidiary to a name that
   satisfies the requirements of this chapter; and
   				b. A provision that the shares of the holding company into which the
   shares of the constituent corporation are converted in the merger may be
   represented by the share certificates that previously represented shares of
   the constituent corporation, if the holding company adopts the former name of
   the constituent corporation by filing articles of amendment that are effective
   immediately following consummation of the merger; and

   2. If the constituent corporation is the survivor:
   				a. An amendment or restatement of the constituent corporation&#8217;s
   articles of incorporation:

      1. To change the name of the constituent corporation to a name that
      satisfies the requirements of this chapter;

      2. To delete any existing provisions that authorize the issuance of or
      relate to multiple classes or series of shares and to add one or more
      provisions that authorize a new, single class of shares with unlimited
      voting rights in lieu thereof;

      3. To delete any existing provision that provides for staggering the terms
      of directors pursuant to &#xA7; 13.1-678; or

      4. To make any change permitted by &#xA7; 13.1-706;
      					b. A provision that one or more of the directors of the constituent
      corporation immediately prior to the effective time of the merger will no
      longer be directors of the constituent corporation immediately following the
      effective time of the merger; and
      					c. A provision that the shares of the holding company into which the
      shares of the constituent corporation are converted in the merger may be
      represented by the share certificates that previously represented shares of
      the constituent corporation, if the constituent corporation adopts a new
      name in the merger that is distinguishable upon the records of the
      Commission and if the board of directors of the holding company, acting
      pursuant to &#xA7; 13.1-706, adopts the former name of the constituent
      corporation by filing articles of amendment that are effective immediately
      following consummation of the merger.

D. Articles of merger filed with respect to a merger authorized by this section
shall include a statement that the plan of merger did not require approval by
the shareholders of the constituent corporation or by the board of directors or
shareholders of the indirect subsidiary because the merger was authorized by
this section and that the conditions specified in subsection B have been
satisfied.

E. Except as provided in this section, a merger governed by this section shall
comply with the provisions of this article applicable to mergers generally.

F. From and after the effective time of a merger adopted by a constituent
corporation pursuant to this section:

   1. To the extent the restrictions of &#xA7; 13.1-725.1 or 13.1-728.2 applied
   to the constituent corporation and its shareholders immediately prior to the
   merger, such restrictions shall apply to the holding company and its
   shareholders immediately after the effective time of the merger as though it
   were the constituent corporation, and all shares of the holding company
   acquired in the merger shall for purposes of &#xA7;&#xA7; 13.1-725.1 and
   13.1-728.2 be deemed to have been acquired at the time that the shares of the
   constituent corporation converted in the merger were acquired, and provided
   further that:
   				a. Any shareholder who immediately prior to the effective time of the
   merger was not an interested shareholder within the meaning of &#xA7; 13.1-725
   shall not solely by reason of the merger become an interested shareholder of
   the holding company; and
   				b. Any shares which immediately prior to the effective time of the merger
   were not interested shares within the meaning of &#xA7; 13.1-728.1 shall not
   solely by reason of the merger become interested shares of the holding
   company.

   2. To the extent a shareholder of the constituent corporation immediately
   prior to the effective time of the merger had standing to institute or
   maintain a derivative proceeding on behalf of the constituent corporation,
   consummation of the merger shall not be deemed to limit or extinguish such
   standing.

   3. To the extent a voting trust authorized by &#xA7; 13.1-670, a voting
   agreement authorized by &#xA7; 13.1-671, a shareholder agreement authorized by
   &#xA7; 13.1-671.1, a proxy or any similar agreement or instrument applied to
   the constituent corporation, its shares or its shareholders immediately prior
   to the merger, such voting trust, voting agreement, shareholder agreement,
   proxy or other agreement or instrument shall apply to the holding company and
   its shares and shareholders immediately following consummation of the merger
   to the same extent that it applied to the constituent corporation and its
   shares and shareholders immediately prior to consummation of the merger.

HISTORY: 2006, c. 363; 2015, c. 611; 2019, c. 734.