13.1-728.7 - Redemption. - Virginia Statutes

§ 13.1-728.7. Redemption.

A. If authorized in a corporation's articles of incorporation or bylawsbefore a control share acquisition has occurred, the shares acquired in suchcontrol share acquisition with respect to which no control share acquisitionstatement has been filed with the public corporation may, at any time duringthe period ending 60 days after the last acquisition of such shares by theacquiring person, be redeemed by the corporation at the redemption pricespecified in subsection C.

B. If authorized in a corporation's articles of incorporation or bylawsbefore a control share acquisition has occurred, shares acquired in suchcontrol share acquisition with respect to which the shareholders have failedto grant voting rights at a special meeting or, if no special meeting forsuch purpose has been convened, at an annual meeting may, at any time duringthe period ending 60 days after such meeting, be redeemed by the corporationat the redemption price specified in subsection C.

C. The redemption price for shares to be redeemed under this section shall bethe number of such shares multiplied by the dollar amount (rounded to thenearest cent) equal to the average per share price, including any brokeragecommissions, transfer taxes and soliciting dealer's fees, paid by theacquiring person for such shares. The corporation may rely conclusively onpublic announcements by, or filings with the Securities and ExchangeCommission by, the acquiring person as to the prices so paid.

(1989, c. 14; 2005, c. 765.)