                                 CODE OF VIRGINIA

COURT ACTION (§ 13.1-740)

A. If a shareholder makes a demand for payment under &#xA7; 13.1-739 that
remains unsettled, the corporation shall commence a proceeding within 60 days
after receiving the payment demand and petition the court to determine the fair
value of the shares and accrued interest. If the corporation does not commence
the proceeding within the 60-day period, it shall pay in cash to each
shareholder the amount the shareholder demanded pursuant to &#xA7; 13.1-737 plus
interest.

B. The corporation shall commence the proceeding in the circuit court of the
city or county where the corporation&#8217;s principal office, or, if none in
the Commonwealth, where its registered office, is located. If the corporation is
a foreign corporation without a registered office in the Commonwealth, it shall
commence the proceeding in the circuit court of the city or county in the
Commonwealth where the principal office, or, if none in the Commonwealth, where
the registered office of the domestic corporation merged with the foreign
corporation was located at the time the transaction became effective.

C. The corporation shall make all shareholders, regardless of whether they are
residents of the Commonwealth, whose demands remain unsettled parties to the
proceeding as in an action against their shares, and all parties shall be served
with a copy of the petition. Nonresidents may be served by registered or
certified mail or by publication as provided by law.

D. The corporation may join as a party to the proceeding any shareholder who
claims to have demanded an appraisal but who has not, in the opinion of the
corporation, complied with the provisions of this article. If the court
determines that a shareholder has not complied with the provisions of this
article, that shareholder shall be dismissed as a party.

E. The jurisdiction of the court in which the proceeding is commenced under
subsection B is plenary and exclusive. The court may appoint one or more persons
as appraisers to receive evidence and recommend a decision on the question of
fair value. The appraisers shall have the powers described in the order
appointing them, or in any amendment to it. The shareholders demanding appraisal
rights are entitled to the same discovery rights as parties in other civil
proceedings. There shall be no right to a jury trial.

F. Each shareholder made a party to the proceeding is entitled to judgment (i)
for the amount, if any, by which the court finds the fair value of the
shareholder&#8217;s shares exceeds the amount paid by the corporation to the
shareholder for such shares, plus interest or (ii) for the fair value plus
interest of the shareholder&#8217;s shares for which the corporation elected to
withhold payment under &#xA7; 13.1-738.

HISTORY: Code 1950, §§ 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733;
1972, c. 425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 2005, c. 765; 2019, c.
734.