                                 CODE OF VIRGINIA

ACTION ON A PLAN OF MERGER OR SHARE EXCHANGE (§ 13.1-718)

A. Subject to the provisions of subdivision F 4, in the case of a domestic
corporation that is (i) a party to a merger, (ii) an acquired entity in a share
exchange, or (iii) the acquiring entity in a share exchange:

   1. The plan of merger or share exchange shall first be adopted by the board of
   directors.

   2. Except as provided in subsections F and G and in &#xA7;&#xA7; 13.1-719 and
   13.1-719.1, after adopting the plan of merger or share exchange the board of
   directors shall submit the plan to the shareholders for their approval. The
   board of directors shall also transmit to the shareholders a recommendation
   that the shareholders approve the plan or, in the case of an offer referred to
   in subsection G, that the shareholders tender their shares to the offeror in
   response to the offer, unless the board of directors makes a determination
   that because of conflicts of interest or other special circumstances it should
   not make such a recommendation, in which case the board of directors shall
   inform the shareholders of the basis for that determination.

B. The board of directors may set conditions for the approval of the plan of
merger or share exchange by the shareholders or the effectiveness of the plan of
merger or share exchange.

C. If the plan of merger or share exchange is required to be approved by the
shareholders, and if the approval is to be given at a meeting, the corporation
shall notify each shareholder, whether or not entitled to vote, of the meeting
of shareholders at which the plan is to be submitted for approval. The notice
shall state that the purpose, or one of the purposes, of the meeting is to
consider the plan and shall contain or be accompanied by a copy or summary of
the plan. If the corporation is to be merged into an existing domestic or
foreign corporation or eligible entity and its shareholders are to receive
shares or other eligible interests or the right to receive shares or other
eligible interests in the survivor, the notice shall also include or be
accompanied by a copy or summary of the articles of incorporation and bylaws or
organic rules of the survivor. If the corporation is to be merged into a
domestic or foreign corporation or eligible entity and a new domestic or foreign
corporation or eligible entity is to be created pursuant to the merger, the
notice shall include or be accompanied by a copy or a summary of the articles of
incorporation and bylaws or organic rules of the new corporation or eligible
entity.

D. Unless the articles of incorporation, or the board of directors acting
pursuant to subsection B, require a greater vote, approval of the plan of merger
or share exchange requires the approval of each voting group entitled to vote on
the plan by more than two-thirds of all the votes entitled to be cast by that
voting group. The articles of incorporation may provide for a greater or lesser
vote than that provided for in this subsection or a vote by separate voting
groups so long as the vote provided for is not less than a majority of all the
votes cast on the plan by each voting group entitled to vote on the plan of
merger or share exchange at a meeting at which a quorum of the voting group
exists.

E. Separate voting by voting groups is required:

   1. Except as otherwise provided in the articles of incorporation, on a plan of
   merger by each class or series of shares that:
   				a. Is to be converted under the plan of merger into shares, other
   securities, eligible interests, obligations, rights to acquire shares, other
   securities or eligible interests, cash, other property, or any combination of
   the foregoing, or is proposed to be eliminated without being converted into
   any of the foregoing; or
   				b. Would be entitled to vote as a separate group on a provision in the
   plan that, if contained in a proposed amendment to articles of incorporation,
   would require action by separate voting groups under &#xA7; 13.1-708;

   2. Except as otherwise provided in the articles of incorporation, on a plan of
   share exchange, by each class or series of shares included in the exchange,
   with each class or series constituting a separate voting group;

   3. On a plan of merger, if the voting group is entitled under the articles of
   incorporation to vote as a voting group to approve a plan of merger; and

   4. On a plan of share exchange, if the voting group is entitled under the
   articles of incorporation to vote as a voting group to approve a plan of share
   exchange.

F. Unless the articles of incorporation otherwise provide, approval by the
corporation&#8217;s shareholders of a plan of merger or share exchange is not
required if:

   1. The corporation will survive the merger or is the acquiring corporation in
   a share exchange;

   2. Except for amendments permitted by &#xA7; 13.1-706, its articles of
   incorporation will not be changed;

   3. Each shareholder of the corporation whose shares were outstanding
   immediately before the effective time of the merger or share exchange will
   hold the same number of shares, with identical preferences, limitations, and
   rights immediately after the effective time of the merger or share exchange;
   and

   4. With respect to shares of the surviving corporation in a merger or the
   shares of the acquiring entity in a share exchange entity that are entitled to
   vote unconditionally in the election of directors, the number of shares
   outstanding immediately after the merger or share exchange, plus the number of
   shares issuable as a result of the merger or share exchange, either by the
   conversion of securities issued pursuant to the merger or share exchange or
   the exercise of options, rights, and warrants issued pursuant to the merger or
   share exchange, will not exceed by more than 20 percent the total number of
   shares of the surviving corporation outstanding immediately before the merger
   or share exchange.

G. Unless the articles of incorporation otherwise provide, approval by the
corporation&#8217;s shareholders of a plan of merger or share exchange is not
required if:

   1. The plan of merger or share exchange expressly (i) permits or requires such
   a merger or share exchange to be effected under this subsection and (ii)
   provides that such merger or share exchange be effected as soon as practicable
   following the consummation of the offer referred to in subdivision 3 if such
   merger or share exchange is effected under this subsection;

   2. Another party to the merger, the acquiring entity in the share exchange, or
   a parent of another party to the merger or the acquiring entity in the share
   exchange, makes an offer to purchase, on the terms provided in the plan of
   merger or share exchange, any and all of the outstanding shares of the
   corporation that, absent this subsection, would be entitled to vote on the
   plan of merger or share exchange, except that the offer may exclude shares of
   the corporation that are owned at the commencement of the offer by the
   corporation, the offeror, or any parent of the offeror, or by any wholly owned
   subsidiary of any of the foregoing;

   3. The offer discloses that the plan of merger or share exchange provides that
   the merger or share exchange will be effected as soon as practicable following
   the satisfaction of the requirement set forth in subdivision 6 and that the
   shares of the corporation that are not tendered in response to the offer will
   be treated as set forth in subdivision 8;

   4. The offer remains open for at least 10 business days;

   5. The offeror purchases all shares properly tendered in response to the offer
   and not properly withdrawn;

   6. The shares listed below are collectively entitled to cast at least the
   minimum number of votes on the merger or share exchange that, absent this
   subsection, would be required by this chapter and by the articles of
   incorporation for the approval of the merger or share exchange by the
   shareholders and by any other voting group entitled to vote on the merger or
   share exchange at a meeting at which all shares entitled to vote on the
   approval were present and voted:
   				a. Shares purchased by the offeror in accordance with the offer;
   				b. Shares otherwise owned by the offeror or by any parent of the offeror
   or any wholly owned subsidiary of any of the foregoing; and
   				c. Shares subject to an agreement that they are to be transferred,
   contributed, or delivered to the offeror, any parent of the offeror, or any
   wholly owned subsidiary of any of the foregoing in exchange for shares or
   eligible interests in such offeror, parent, or subsidiary;

   7. The offeror or a wholly owned subsidiary of the offeror merges with or
   into, or effects a share exchange in which it acquires shares of, the
   corporation; and

   8. Each outstanding share of each class or series of shares of the corporation
   that the offeror is offering to purchase in accordance with the offer, and
   that is not purchased in accordance with the offer, is to be converted in the
   merger into, or into the right to receive, or is to be exchanged in the share
   exchange for, or for the right to receive, the same amount and kind of
   securities, eligible interests, obligations, rights, cash, or other property
   to be paid or exchanged in accordance with the offer for each share of that
   class or series of shares that is tendered in response to the offer, except
   that shares of the corporation that are owned by the corporation or that are
   described in subdivision 6 a or c need not be converted into or exchanged for
   the consideration described in this subdivision.

H. As used in subsections G and K:
			&#8220;Offer&#8221; means the offer referred to in subdivision 3.
			&#8220;Offeror&#8221; means the person making the offer.
			&#8220;Parent&#8221; of any entity means a person that owns, directly or
indirectly, through one or more wholly owned subsidiaries, all of the
outstanding shares or eligible interests in that entity.
			&#8220;Wholly owned subsidiary&#8221; of a person means an entity of or in
which that person owns, directly or indirectly, through one or more wholly owned
subsidiaries, all of the outstanding shares or eligible interests.

I. If a corporation has not yet issued shares and its articles of incorporation
do not otherwise provide, its board of directors may adopt and approve a plan of
merger or share exchange on behalf of the corporation without shareholder
action.

J. If as a result of a merger or share exchange one or more shareholders of a
domestic corporation would become subject to new interest holder liability,
approval of the plan of merger or share exchange requires the signing in
connection with the transaction, by each such shareholder, of a separate written
consent to become subject to such new interest holder liability, unless in the
case of a shareholder that already has interest holder liability with respect to
such domestic corporation, (i) the new interest holder liability is with respect
to a domestic or foreign corporation, which may be a different or the same
domestic corporation in which the person is a shareholder, and (ii) the terms
and conditions of the new interest holder liability are substantially identical
to those of the existing interest holder liability, other than for changes that
eliminate or reduce such interest holder liability.

K. Shares tendered in response to an offer shall be deemed, for purposes of
subsection G, to have been purchased in accordance with the offer at the
earliest time as of which the offeror has irrevocably accepted those shares for
payment and either (i) in the case of shares represented by certificates, the
offeror, or the offeror&#8217;s designated depository or other agent, has
physically received the certificates representing those shares or (ii) in the
case of shares without certificates, those shares have been transferred into the
account of the offeror or its designated depository or other agent, or an
agent&#8217;s message relating to those shares has been received by the offeror
or its designated depository or other agent.

HISTORY: Code 1950, § 13.1-70; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1991,
c. 109; 2005, c. 765; 2006, cc. 363, 663; 2007, c. 165; 2010, c. 782; 2015, c.
611; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.