2006 Code of Virginia § 13.1-734 - Appraisal notice and form

13.1-734. Appraisal notice and form.

A. If proposed corporate action requiring appraisal rights under 13.1-730becomes effective, the corporation shall deliver a written appraisal noticeand form required by subdivision B 1 to all shareholders who satisfied therequirements of 13.1-733. In the case of a merger under 13.1-719, theparent corporation shall deliver a written appraisal notice and form to allrecord shareholders who may be entitled to assert appraisal rights.

B. The appraisal notice shall be sent no earlier than the date the corporateaction became effective and no later than 10 days after such date and shall:

1. Supply a form that specifies the date of the first announcement toshareholders of the principal terms of the proposed corporate action andrequires the shareholder asserting appraisal rights certify (i) whether ornot beneficial ownership of those shares for which appraisal rights areasserted was acquired before that date and that the shareholder did not votefor the transaction;

2. State:

a. Where the form must be sent and where certificates for certificated sharesmust be deposited and the date by which those certificates must be deposited,which date may not be earlier than the date for receiving the required formunder subdivision 2 b of this subsection;

b. A date by which the corporation must receive the form which date may notbe fewer than 40 nor more than 60 days after the date the subsection Aappraisal notice and form were sent, and state that the shareholder shallhave waived the right to demand appraisal with respect to the shares unlessthe form is received by the corporation by such specified date;

c. The corporation's estimate of the fair value of the shares;

d. That, if requested in writing, the corporation will provide, to theshareholder so requesting, within 10 days after the date specified insubdivision 2 b of this subsection, the number of shareholders who returnedthe forms by the specified date and the total number of shares owned by them;and

e. The date by which the notice to withdraw under 13.1-735.1 must bereceived, which date must be within 20 days after the date specified insubdivision 2 b of this subsection; and

3. Be accompanied by a copy of this article.

(Code 1950, 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733; 1972, c.425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 2005, c. 765.)