                                 CODE OF VIRGINIA

APPRAISAL RIGHTS (§ 13.1-728.8)

A. Unless otherwise provided in a corporation&#8217;s articles of incorporation
or bylaws before a control share acquisition has occurred, in the event shares
acquired in a control share acquisition are accorded full voting rights and the
acquiring person has beneficial ownership of shares entitled to cast a majority
of the votes which could be cast in an election of directors, all shareholders
of the public corporation other than the acquiring person have the right to
appraisal rights and to obtain payment of the fair value of their shares under
Article 15 (&#xA7; 13.1-729 et seq.) of this chapter as though such granting of
voting rights were a corporate action described in subsection A of &#xA7;
13.1-730, except that the provisions of subsection B of &#xA7; 13.1-730 shall
not be applicable and the failure to vote in favor of the granting of voting
rights shall be deemed to constitute compliance with the requirements of
subsection A of &#xA7; 13.1-733.

B. For the purposes of this section, &#8220;fair value&#8221; shall in no event
be less than the highest price per share paid in the control share acquisition,
as adjusted for any subsequent share dividends or reverse share splits or
similar changes.

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