                                 CODE OF VIRGINIA

CONTROL SHARE ACQUISITION STATEMENT (§ 13.1-728.4)

Any acquiring person may, after any control share acquisition or before any
proposed one, deliver a control share acquisition statement to the public
corporation at its principal office. The control share acquisition statement
shall set forth all of the following:

1. The identity of the acquiring person and each other member of any group of
which the person is a part for purposes of determining the shares owned or to be
owned, beneficially, by the acquiring person.

2. A statement that the control share acquisition statement is given pursuant to
this article.

3. The number of shares of the issuing public corporation beneficially owned by
the acquiring person and each other member of the group.

4. The range of voting power under which the control share acquisition falls or
would, if consummated, fall.

5. A description in reasonable detail of the terms of the control share
acquisition or the proposed control share acquisition, including but not limited
to:
			a. The source of funds or other consideration and the material terms of the
financial arrangements for the control share acquisition;
			b. Any plans or proposals of the acquiring person to liquidate the public
corporation, to sell all or substantially all of its or its subsidiaries&#8217;
assets, to merge it or exchange its shares or the interests in its subsidiaries
with any other person, to change the location of its principal executive office
or a material portion of its business activities, to change materially its
management or policies of employment, to alter materially its relations with
suppliers or customers or the communities in which it operates, or to make any
other material change in its business, corporate structure, management or
personnel;
			c. Any plans or proposals of the acquiring person to acquire additional
shares (including additional shares within the range set forth in the statement)
or to dispose of any shares; and
			d. Such other information which could reasonably be expected to affect
materially the decision of a shareholder with respect to granting voting rights
to shares acquired or proposed to be acquired in the control share acquisition.

6. If the control share acquisition has not taken place, representations of the
acquiring person, together with a statement in reasonable detail of the facts
upon which they are based, that the control share acquisition, if consummated,
will not be contrary to law, and that the acquiring person has the financial
capacity to make the proposed control share acquisition. For this purpose,
financial capacity shall only be deemed to include (i) cash and cash equivalents
in excess of normal working capital requirements and (ii) funds to be provided
under legally binding commitments from financial institutions having the
capability to advance such funds. If the funds to be provided under such
commitments are included in the demonstration of financial capacity, the control
share acquisition statement shall be accompanied by complete copies of all such
commitments and a written description of all oral understandings concerning the
terms and conditions of such commitments.

HISTORY: 1989, c. 14; 2005, c. 765; 2019, c. 734.