                                 CODE OF VIRGINIA

LIMITATIONS ON OTHER REMEDIES FOR FUNDAMENTAL TRANSACTIONS (§ 13.1-741.1)

A. Except for action taken before the Commission pursuant to &#xA7; 13.1-614 or
as provided in subsection B, the legality of a proposed or completed corporate
action described in subsection A of &#xA7; 13.1-730 may not be contested, nor
may the corporate action be enjoined, set aside or rescinded, in a legal or
equitable proceeding by a shareholder after the shareholders have approved the
corporate action.

B. Subsection A does not apply to a corporate action that:

   1. Was not authorized and approved in accordance with the applicable
   provisions of:
   				a. Article 11 (&#xA7; 13.1-705 et seq.), Article 12 (&#xA7; 13.1-715.1 et
   seq.), Article 12.1 (&#xA7; 13.1-722.1:1 et seq.), Article 12.2 (&#xA7;
   13.1-722.8 et seq.), or Article 13 (&#xA7; 13.1-723 et seq.);
   				b. The articles of incorporation or bylaws; or
   				c. The resolution of the board of directors authorizing the corporate
   action;

   2. Was procured as a result of fraud, a material misrepresentation, or an
   omission of a material fact necessary to make statements made, in light of the
   circumstances in which they were made, not misleading;

   3. Is an interested transaction, unless it has been recommended by the board
   of directors in the same manner as is provided in subsection B of &#xA7;
   13.1-691 or has been approved by the shareholders in the same manner as is
   provided in subsection C of &#xA7; 13.1-691 as if the interested transaction
   were a director&#8217;s conflict of interests transaction; or

   4. Is adopted or taken by less than unanimous consent of the voting
   shareholders pursuant to &#xA7; 13.1-657 if:
   				a. The challenge to the corporate action is brought by a shareholder who
   did not consent to the corporate action and as to whom notice of the approval
   of the corporate action was not effective at least 10 days before the
   corporate action was effected; and
   				b. The proceeding challenging the corporate action is commenced within 10
   days after notice of the adoption or taking of the corporate action is
   effective as to the shareholder bringing the proceeding.

C. Any remedial action with respect to corporate action described in subsection
A of &#xA7; 13.1-730 shall not limit the scope of, or be inconsistent with, any
provision of &#xA7; 13.1-614.

HISTORY: 2007, c. 165; 2008, c. 91; 2015, c. 611; 2019, c. 734.