                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-614.1)

As used in this article:
		&#8220;Corporate action&#8221; means any action taken by or on behalf of the
corporation, including any action taken by the incorporator, the board of
directors, a committee, an officer or agent of the corporation, or the
shareholders.
		&#8220;Date of the defective corporate action&#8221; means the date, or the
approximate date if the exact date is unknown, the defective corporate action
was purported to have been taken.
		&#8220;Defective corporate action&#8221; means (i) any corporate action
purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or
voidable due to a failure of authorization, or (ii) an over-issuance of shares.
		&#8220;Failure of authorization&#8221; means the failure to authorize,
approve, or otherwise effect a corporate action in compliance with the
provisions of this chapter, the articles of incorporation or bylaws, a corporate
resolution, or any plan or agreement to which the corporation is a party, if and
to the extent such failure would render such corporate action voidable.
		&#8220;Over-issuance of shares&#8221; means the purported issuance of:

1. Shares of a class or series in excess of the number of shares of the class or
series the corporation had the power to issue under &#xA7; 13.1-638 at the time
of such issuance; or

2. Shares of any class or series that was not then authorized for issuance by
the articles of incorporation.
			&#8220;Putative shares&#8221; means the shares of any class or series of the
corporation, including shares issued upon exercise of rights, options, warrants,
or other securities convertible into shares of the corporation, or interests
with respect to such shares, that were created or issued as a result of a
defective corporate action, that (i) but for any failure of authorization would
constitute valid shares or (ii) cannot be determined by the board of directors
to be valid shares.
			&#8220;Valid shares&#8221; means the shares of any class or series of the
corporation that have been duly authorized and validly issued in accordance with
this chapter, including as a result of ratification or validation under this
article.
			&#8220;Validation effective time&#8221; with respect to any defective
corporate action ratified under this article means the later of:

1. The time at which the ratification of the defective corporate action is
approved by the shareholders or, if approval of shareholders is not required,
the time at which the notice required by &#xA7; 13.1-614.5 becomes effective in
accordance with &#xA7; 13.1-610; and

2. The time at which any document filed in accordance with &#xA7; 13.1-614.7
becomes effective.
			The validation effective time shall not be affected by the filing or pendency
of a proceeding under &#xA7; 13.1-614.8 or otherwise, unless ordered by the
Commission.

HISTORY: 2019, c. 734; 2020, c. 1226.