                                 CODE OF VIRGINIA

AFTER-ACQUIRED SHARES (§ 13.1-738)

A. A corporation may elect to withhold payment required by &#xA7; 13.1-737 from
any shareholder who was required to, but did not certify that beneficial
ownership of all of the shareholder&#8217;s shares for which appraisal rights
are asserted was acquired before the date set forth in the appraisal notice sent
pursuant to subdivision B 1 of &#xA7; 13.1-734.

B. If the corporation elected to withhold payment under subsection A, it shall,
within 30 days after the form required by subdivision B 2 b of § 13.1-734 is
due, notify all shareholders who are described in subsection A:

   1. Of the information required by subdivision B 1 of &#xA7; 13.1-737;

   2. Of the corporation&#8217;s estimate of fair value pursuant to subdivision B
   2 of &#xA7; 13.1-737 and its offer to pay such value plus interest;

   3. That they may accept the corporation&#8217;s estimate of fair value plus
   interest in full satisfaction of their demands or demand for appraisal under
   &#xA7; 13.1-739;

   4. That those shareholders who wish to accept such offer must so notify the
   corporation&#8217;s secretary of their acceptance of the corporation&#8217;s
   offer within 30 days after receiving the offer; and

   5. That those shareholders who do not satisfy the requirements for demanding
   appraisal under &#xA7; 13.1-739 shall be deemed to have accepted the
   corporation&#8217;s offer.

C. Within 10 days after receiving a shareholder&#8217;s acceptance pursuant to
subsection B, the corporation shall pay in cash the amount it offered under
subdivision B 2, plus interest, to each shareholder who agreed to accept the
corporation&#8217;s offer in full satisfaction of the shareholder&#8217;s
demand.

D. Within 40 days after delivering the notice described in subsection B, the
corporation shall pay in cash the amount it offered to pay under subdivision B
2, plus interest, to each shareholder described in subdivision B 5.

HISTORY: 1985, c. 522; 2005, c. 765; 2007, c. 165; 2019, c. 734.