2006 Code of Virginia § 13.1-729 - Definitions

13.1-729. Definitions.

In this article:

"Affiliate" means a person who directly or indirectly through one or moreintermediaries controls, is controlled by, or is under common control withanother person or is a senior executive officer thereof. For purposes ofsubdivision B 4 of 13.1-730, a person is deemed to be an affiliate of itssenior executive officers.

"Beneficial shareholder" means a person who is the beneficial owner ofshares held in a voting trust or by a nominee on the beneficial owner'sbehalf.

"Corporation" means the issuer of the shares held by a shareholderdemanding appraisal and, for matters covered by 13.1-734 through 13.1-740,includes the surviving entity in a merger.

"Fair value" means the value of the corporation's shares determined:

a. Immediately before the effectuation of the corporate action to which theshareholder objects;

b. Using customary and current valuation concepts and techniques generallyemployed for similar businesses in the context of the transaction requiringappraisal; and

c. Without discounting for lack of marketability or minority status except,if appropriate, for amendments to the articles pursuant to subdivision A 5 of 13.1-730.

"Interest" means interest from the effective date of the corporate actionuntil the date of payment, at the average rate currently paid by thecorporation on its principal bank loans or, if none, at a rate that is fairand equitable under all the circumstances.

"Preferred shares" means a class or series of shares whose holders havepreference over any other class or series of shares with respect todistributions.

"Record shareholder" means the person in whose name shares are registeredin the records of the corporation or the beneficial owner of shares to theextent of the rights granted by a nominee certificate on file with thecorporation.

"Senior executive officer" means the chief executive officer, chiefoperating officer, chief financial officer and anyone in charge of aprincipal business unit or function.

"Shareholder" means both a record shareholder and a beneficial shareholder.

(1985, c. 522; 1992, c. 575; 2005, c. 765.)