2006 Code of Virginia § 13.1-728.5 - Meeting of shareholders

13.1-728.5. Meeting of shareholders.

A. If the acquiring person so requests at the time of delivery of a controlshare acquisition statement and gives an undertaking to pay the corporation'sexpenses of a special meeting, within 10 days thereafter the directors of thepublic corporation shall call a special meeting of shareholders for thepurpose of considering the voting rights to be granted the shares acquired orto be acquired in the control share acquisition.

B. Unless the acquiring person agrees in writing to another date, the specialmeeting of shareholders shall be held within 50 days after receipt by thepublic corporation of the request.

C. If the acquiring person so requests in writing at the time of delivery ofthe control share acquisition statement, the special meeting shall not beheld sooner than 30 days after receipt by the public corporation of theacquiring person's statement.

D. If the acquiring person makes no request under subsection A but delivers,no later than 30 days before the intended date of notice of an annual meetingof shareholders, a control share acquisition statement with respect to sharesacquired in a control share acquisition, the voting rights to be granted suchshares shall be considered by any such annual meeting.

E. Notwithstanding any contrary provision of this chapter, an appointment ofa proxy that confers authority to vote on the granting of voting rightspursuant to this article shall be solicited separately from any offer topurchase, or from any solicitation of an offer to sell, shares of the publiccorporation, and may not be solicited sooner than 30 days before the meetingunless otherwise agreed to in writing by the acquiring person and the publiccorporation. No such appointment may be solicited or voted unless theappointment expressly provides that it is revocable at all times until thecompletion of the vote.

F. Notwithstanding subsection A, the directors of the public corporation maydecline to call a special meeting of shareholders requested under suchsubsection if they determine that, at the time of such request, the acquiringperson does not beneficially own shares having at least five percent of thevotes entitled to be cast at an election of directors. If the directors sodecline and if the control share acquisition statement accompanying suchrequest was delivered no later than 30 days before the intended date ofnotice of an annual meeting of shareholders, the voting rights to be grantedshares acquired or to be acquired in the control share acquisition describedin the control share acquisition statement shall be considered at such annualmeeting.

G. The control share acquisition statement required pursuant to subsectionsA, C, D and E shall be delivered under and meet the requirements of 13.1-728.4.

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