13.1-735.1 - Perfection of rights; right to withdraw. - Virginia Statutes

§ 13.1-735.1. Perfection of rights; right to withdraw.

A. A shareholder who receives notice pursuant to § 13.1-734 and who wishes toexercise appraisal rights must complete, sign, and return the form sent bythe corporation and, in the case of certificated shares, deposit theshareholder's certificates in accordance with the terms of the notice by thedate referred to in the notice pursuant to subdivision B 2 b of § 13.1-734.If the form requires the shareholder to certify whether the beneficial ownerof such shares acquired beneficial ownership of the shares before the daterequired to be set forth in the notice pursuant to subdivision B 1 of §13.1-734, and the shareholder fails to make the certification, thecorporation may elect to treat the shareholder's shares as after-acquiredshares under § 13.1-738. Once a shareholder deposits that shareholder'scertificates or, in the case of uncertificated shares, returns the signedform, that shareholder loses all rights as a shareholder, unless theshareholder withdraws pursuant to subsection B.

B. A shareholder who has complied with subsection A may nevertheless declineto exercise appraisal rights and withdraw from the appraisal process by sonotifying the corporation in writing by the date set forth in the appraisalnotice pursuant to subdivision B 2 e of § 13.1-734. A shareholder who failsto withdraw from the appraisal process may not thereafter withdraw withoutthe corporation's written consent.

C. A shareholder who does not sign and return the form and, in the case ofcertificated shares, deposit that shareholder's share certificates whererequired, each by the date set forth in the notice described in subsection Bof § 13.1-734, shall not be entitled to payment under this article.

(2005, c. 765; 2007, c. 165.)