13.1-726.1 - Determination by disinterested directors. - Virginia Statutes

§ 13.1-726.1. Determination by disinterested directors.

A majority of the disinterested directors shall have the power to determinefor the purposes of this article:

1. Whether a person is an interested shareholder;

2. The number of voting shares beneficially owned by any person;

3. Whether a person is an affiliate or associate of another;

4. Whether the securities to be issued or transferred by the corporation orany of its subsidiaries to any interested shareholder have an aggregate fairmarket value equal to or greater than five percent of the aggregate fairmarket value of all of the outstanding voting shares of the corporation orany of its subsidiaries as of the determination date; and

5. Whether the assets or amount of indebtedness guaranteed that may be thesubject of any affiliated transaction constitutes more than five percent ofthe consolidated net worth of the corporation.

(1988, c. 442.)