                                 CODE OF VIRGINIA

EFFECT OF MERGER (§ 13.1-1263)

When a merger takes effect:

1. The separate existence of each business trust, corporation, partnership,
limited partnership, or limited liability company party to the merger, except
the successor, ceases.

2. The shares of beneficial interests of each business trust party to the merger
that are to be converted or exchanged under the terms of the merger cease to
exist, subject to the rights of an objecting beneficial owner under this
article.

3. In addition to any other purposes and powers set forth in the articles of
merger, if the articles of merger provide, the successor has the purposes and
powers of each party to the merger.

4. The title to all real estate and other property of each party to the merger
is vested in the successor business trust without further reservation or
impairment.

5. The successor has all the liabilities of each non-surviving party to the
merger.

6. A governing instrument or an agreement of merger may provide that contractual
dissenter&#8217;s rights with respect to a beneficial interest in a business
trust shall be available for any class or group of beneficial owners or
beneficial interests in connection with any amendment of a governing instrument,
any merger in which the business trust is a constituent party to the merger or
sale of all or substantially all of the business trust&#8217;s assets.

HISTORY: 2002, c. 621.