                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-728.1)

As used in this article:		&#8220;Acquiring person,&#8221; with respect to any
public corporation, means any person who has made or proposes to make a control
share acquisition of shares of such public corporation.		&#8220;Beneficial
ownership&#8221; means the sole or shared power to dispose or direct the
disposition of shares, or the sole or shared power to vote or direct the voting
of shares, or the sole or shared power to acquire shares, including any such
power that is not immediately exercisable, whether such power is direct or
indirect or through any contract, arrangement, understanding, relationship or
otherwise. A person shall not be deemed to be a beneficial owner of shares
tendered pursuant to a tender or exchange offer made by such person until the
tendered shares are accepted for purchase or exchange. A person shall not be
deemed to be a beneficial owner of shares as to which such person may exercise
voting power solely by virtue of a revocable proxy conferring the right to vote.
A member of a national securities exchange shall not be deemed to be a
beneficial owner of shares held directly or indirectly by it on behalf of
another person solely because such member is the record holder of such
securities and, pursuant to the rules of such exchange, may direct the vote of
such shares, without instructions, on other than contested matters or matters
that may affect substantially the rights or privileges of the holders of the
shares to be voted but is otherwise precluded by the rules of such exchange from
voting without instructions.		&#8220;Control share acquisition&#8221; means the
direct or indirect acquisition, other than in an excepted acquisition, by any
person of beneficial ownership of shares of a public corporation that, except
for this article, would have voting rights and would, when added to all other
shares of such public corporation which then have voting rights and are
beneficially owned by such person, would cause such person to become entitled,
immediately upon acquisition of such shares, to vote or direct the vote of,
shares having voting power within any of the following ranges of the votes
entitled to be cast in an election of directors: (i) one-fifth or more but less
than one-third of such votes; (ii) one-third or more but less than a majority of
such votes; or (iii) a majority or more of such votes. If voting rights are
granted pursuant to this article in respect of any such range to shares so
acquired by any person, any acquisition by such person of additional shares
shall not, for purposes of the preceding sentence, constitute a control share
acquisition unless, as a result of such acquisition, the voting power of the
shares beneficially owned by such person would be in excess of such range in
respect of which voting rights had previously been granted. If this article
applies to acquisitions of shares of a public corporation at the time of a
control share acquisition of any shares of such corporation, then shares
acquired by the same person within 90 days before or after such control share
acquisition and shares acquired by the same person pursuant to a plan to make a
control share acquisition are deemed to have been acquired in the same control
share acquisition for the purposes of this article, regardless of the
applicability of this article at the time of any other acquisitions of shares
during such periods or pursuant to such a plan.		&#8220;Excepted
acquisition&#8221; means the acquisition of shares of a public corporation in
any of the following circumstances:

1. Before January 26, 1988;

2. Pursuant to a binding contract in effect before January 26, 1988;

3. Pursuant to the laws of wills and decedents&#8217; estates;

4. Pursuant to the satisfaction of a pledge or other security interest created
in good faith and not for the purpose of circumventing this article;

5. Pursuant to a plan of merger or share exchange effected in compliance with
Article 12 (&#xA7; 13.1-715.1 et seq.) if the public corporation is a party to
the plan of merger or plan of share exchange;

6. Pursuant to a tender or exchange offer that is made pursuant to an agreement
to which the public corporation is a party;

7. Directly from the public corporation, or from any of its wholly owned
subsidiaries, or from any corporation having beneficial ownership of shares of
the public corporation having at least a majority, before such transaction, of
the votes entitled to be cast in the election of directors of such public
corporation; or

8. In good faith and not for the purpose of circumventing this chapter by or
from any person (a &#8220;transferor&#8221;) whose voting rights had previously
been authorized by shareholders in compliance with this article, or whose
previous acquisition of beneficial ownership of shares would have constituted a
control share acquisition but for any of subdivisions 1 through 7 in this
definition; however, any acquisition described in this subdivision 8 shall
constitute a control share acquisition if as a result thereof any person
acquires beneficial ownership of shares of such issuing public corporation
having voting power in the election of directors in excess of the range of votes
within which the transferor was authorized by this article to exercise voting
power immediately before such acquisition.
			&#8220;Interested shares&#8221; means the shares of a public corporation the
voting of which in an election of directors may be exercised or directed by any
of the following persons: (i) an acquiring person with respect to a control
share acquisition; (ii) any officer of such public corporation; or (iii) any
employee of such public corporation who is also a director of the
corporation.			&#8220;Person&#8221; includes an associate of any person. For
this purpose, &#8220;associate&#8221; shall mean (i) any other person who
directly or indirectly controls, or is controlled by or under common control
with, any such person or who is acting or intends to act jointly or in concert
with any such person in connection with the acquisition of or exercise of
beneficial ownership over shares; (ii) any corporation or organization of which
any such person is an officer, director, manager or partner or as to which any
such person performs a similar function; (iii) any other person having direct or
indirect beneficial ownership of 10 percent or more of any class of equity
securities of any such person; (iv) any trust or estate in which any such person
has a beneficial interest or as to which any such person serves as trustee or in
a similar fiduciary capacity; and (v) any relative or spouse of any such person,
or any relative of such spouse, any one of whom has the same residence as any
such person. For this purpose, &#8220;control&#8221; shall mean the possession,
direct or indirect, of the power to direct or to cause the direction of the
management or policies of a person, whether through the ownership of voting
securities, by contract, arrangement or understanding, or otherwise.			The
&#8220;votes&#8221; entitled to be cast by any share shall, if any voting group
is entitled to vote for less than the total number of directors to be elected at
any election, be determined by multiplying the number of votes entitled to be
cast by the holder of such share by the number of directors for whom such holder
is entitled to vote; however, beneficial ownership of a majority of the shares
comprising any such voting group shall be deemed to entitle such beneficial
owner to cast all the votes of the shares in such voting group.

HISTORY: 1989, c. 14; 1990, c. 252; 2005, c. 765; 2019, c. 734.