2006 Code of Virginia § 13.1-738 - After-acquired shares

13.1-738. After-acquired shares.

A. A corporation may elect to withhold payment required by 13.1-737 fromany shareholder who did not certify that beneficial ownership of all of theshareholder's shares for which appraisal rights are asserted was acquiredbefore the date set forth in the appraisal notice sent pursuant tosubdivision B 1 of 13.1-734.

B. If the corporation elected to withhold payment under subsection A, itmust, within 30 days after the form required by subdivision B 2 b of 13.1-734 is due, notify all shareholders who are described in subsection A:

1. Of the information required by subdivision B 1 of 13.1-737;

2. Of the corporation's estimate of fair value pursuant to subdivision B 2 of 13.1-737 and its offer to pay such value plus interest;

3. That they may accept the corporation's estimate of fair value plusinterest in full satisfaction of their demands or demand for appraisal under 13.1-739;

4. That those shareholders who wish to accept such offer must so notify thecorporation of their acceptance of the corporation's offer within 30 daysafter receiving the offer; and

5. That those shareholders who do not satisfy the requirements for demandingappraisal under 13.1-739 shall be deemed to have accepted the corporation'soffer.

C. Within 10 days after receiving a shareholder's acceptance pursuant tosubsection B, the corporation shall pay in cash the amount it offered undersubdivision B 2 to each shareholder who agreed to accept the corporation'soffer in full satisfaction of the shareholder's demand.

D. Within 40 days after sending the notice described in subsection B, thecorporation shall pay in cash the amount it offered to pay under subdivisionB 2 to each shareholder described in subdivision B 5.

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