                                 CODE OF VIRGINIA

DETERMINING VALUE OF STOCK OUTSTANDING; DISMISSAL OF PETITION OR ENTRY OF DECREE
REQUIRING PAYMENT FOR AND TRANSFER OF STOCK (§ 38.2-1015)

The court shall determine the per share fair cash value as of the date of the
filing of the petition of the stock remaining in the hands of the public. If the
court finds that on that basis, completion of mutualization may not be effected
without jeopardizing the solvency of the insurer or the security of its
policyholders, the petition shall be dismissed. Otherwise, the court shall enter
an appropriate decree to require (i) the payment into court by the insurer of
the aggregate amount due the remaining stockholders, with any interest and
costs, which may include attorneys&#8217; fees that the court may require, and
(ii) the transfer and delivery to the insurer of all stock certificates still
outstanding in the hands of the public. Upon payment by the insurer, the
trustees under the plan of mutualization shall be considered, for all purposes
of the plan of mutualization, to have acquired all of its outstanding stock. The
holders of the stock shall possess no further right with respect to the stock,
except to receive its fair cash value as determined by the court. The court
shall retain jurisdiction over the distribution of the funds.

HISTORY: 1954, c. 20, § 38.1-495.4; 1986, c. 562.