                                 CODE OF VIRGINIA

APPLICATION (§ 13.1-728.2)

Unless, at the time of any control share acquisition with respect to a public
corporation, such corporation&#8217;s articles of incorporation or bylaws
provide that this article does not apply to acquisitions of shares of such
corporation, shares of such corporation acquired in such control share
acquisition have only such voting rights as are conferred by § 13.1-728.3.
Unless by midnight of the fourth day following (i) the receipt by the secretary
of the corporation at the principal office of the corporation, of a notice
expressly and specifically describing a proposed control share acquisition, or
(ii) in case the proposed control share acquisition is to be made by tender
offer, a public announcement, the corporation&#8217;s articles of incorporation
or bylaws provide that this article does not apply, then the provisions of §
13.1-728.3 shall apply to shares to be acquired in such control share
acquisition.

HISTORY: 1989, c. 14; 1990, c. 252; 2005, c. 765.