                                 CODE OF VIRGINIA

SALE OF ASSETS IN REGULAR COURSE OF BUSINESS (§ 13.1-899)

Unless the articles of incorporation provide otherwise, no approval of the
members of a corporation entitled to vote is required:

1. To sell, lease, exchange, or otherwise dispose of any or all of the
corporation&#8217;s assets in the usual and regular course of business;

2. To mortgage, pledge or dedicate to the repayment of indebtedness, whether
with or without recourse, or otherwise encumber any or all of the
corporation&#8217;s assets whether or not in the usual and regular course of
business; or

3. To transfer any or all of the corporation&#8217;s assets to one or more
domestic or foreign eligible entities all of whose eligible interests are owned
by the corporation.

HISTORY: Code 1950, §§ 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 2007, c.
925.