                                 CODE OF VIRGINIA

MERGER (§ 13.1-716)

A. One or more domestic corporations may merge with one or more domestic or
foreign corporations or eligible entities pursuant to a plan of merger, or two
or more foreign corporations or domestic or foreign eligible entities may merge,
resulting in a survivor that is a domestic corporation created in the merger.

B. A foreign corporation or a foreign eligible entity may be a party to a merger
with a domestic corporation, or may be created as the survivor of a merger in
which a domestic corporation is a party, but only if the merger is permitted by
the organic law of the foreign corporation or eligible entity.

C. The plan of merger shall include:

   1. As to each party to the merger, its name, jurisdiction of formation, and
   type of entity;

   2. The survivor&#8217;s name, jurisdiction of formation, and type of entity
   and, if the survivor is to be created in the merger, a statement to that
   effect;

   3. The terms and conditions of the merger;

   4. The manner and basis of converting the shares of each merging domestic or
   foreign corporation and eligible interests of each merging domestic or foreign
   eligible entity into shares or other securities, eligible interests,
   obligations, rights to acquire shares, other securities or eligible interests,
   cash, or other property or any combination of the foregoing;

   5. The manner and basis of converting any rights to acquire the shares of each
   merging domestic or foreign corporation and eligible interests of each merging
   domestic or foreign eligible entity into shares or other securities, eligible
   interests, obligations, rights to acquire shares, other securities or eligible
   interests, cash, or other property or any combination of the foregoing;

   6. Any amendment of the articles of incorporation of the survivor that is a
   domestic corporation or if the articles of incorporation are amended and
   restated, as an attachment to the plan, the survivor&#8217;s restated articles
   of incorporation, or if a new domestic corporation is to be created by the
   merger, as an attachment to the plan, the survivor&#8217;s articles of
   incorporation; and

   7. Any other provisions required by the laws under which any party to the
   merger is organized or by which it is governed, or by the articles of
   incorporation or organic rules of any such party.

D. In addition to the requirements of subsection C, a plan of merger may contain
any other provision not prohibited by law.

E. Terms of a plan of merger may be made dependent on facts objectively
ascertainable outside the plan in accordance with subsection L of &#xA7;
13.1-604.

F. Unless the plan of merger provides otherwise, the plan of merger may be
amended prior to the effective date of the certificate of merger, but if the
shareholders of a domestic corporation that is a party to the merger are
required by any provision of this chapter to vote on the plan, the plan may not
be amended subsequent to approval of the plan by such shareholders to change any
of the following, unless the amendment is subject to the approval of the
shareholders:

   1. The amount or kind of shares or other securities, eligible interests,
   obligations, rights to acquire shares, other securities or eligible interests,
   cash or other property to be received under the plan by the shareholders of or
   holders of eligible interests in any party to the merger;

   2. The articles of incorporation of any domestic corporation that will be the
   survivor of the merger, except for changes permitted by &#xA7; 13.1-706; or

   3. Any of the other terms or conditions of the plan if the change would
   adversely affect such shareholders in any material respect.

G. One or more domestic corporations may merge pursuant to this section into
another domestic corporation if the articles of incorporation of each of them
could lawfully contain all the corporate powers and purposes of all of them.

H. Any corporation authorized by its articles of incorporation to engage in a
special kind of business enumerated in &#xA7; 13.1-620 may be merged with
another corporation authorized by its articles of incorporation to engage in the
same special kind of business, including mergers authorized under &#xA7;
6.2-1146, whether or not either or both of such corporations are actually
engaged in the transaction of such business, and the shareholders of the
corporations parties to the merger may receive shares of a corporation not
authorized by its articles of incorporation to engage in such special kind of
business.

HISTORY: Code 1950, § 13.1-68; 1956, c. 428; 1968, c. 111; 1973, c. 441; 1975,
c. 500; 1980, c. 90; 1985, c. 522; 1991, c. 228; 2005, c. 765; 2006, c. 663;
2008, c. 509; 2009, c. 216; 2015, c. 611; 2019, c. 734; 2021, Sp. Sess. I, c.
487.