2006 Code of Virginia § 13.1-735.1 - Perfection of rights; right to withdraw

13.1-735.1. Perfection of rights; right to withdraw.

A. A shareholder who receives notice pursuant to 13.1-734 and who wishes toexercise appraisal rights must certify on the form sent by the corporationwhether the beneficial owner of such shares acquired beneficial ownership ofthe shares before the date required to be set forth in the notice pursuant to 13.1-738. If a shareholder fails to make this certification, thecorporation may elect to treat the shareholder's shares as after-acquiredshares under 13.1-738. In addition, a shareholder who wishes to exerciseappraisal rights must execute and return the form and, in the case ofcertificated shares, deposit the shareholder's certificates in accordancewith the terms of the notice by the date referred to in the notice pursuantto subdivision B 2 b of 13.1-734. Once a shareholder deposits thatshareholder's certificates or, in the case of uncertificated shares, returnsthe executed form, that shareholder loses all rights as a shareholder, unlessthe shareholder withdraws pursuant to subsection B.

B. A shareholder who has complied with subsection A may nevertheless declineto exercise appraisal rights and withdraw from the appraisal process by sonotifying the corporation in writing by the date set forth in the appraisalnotice pursuant to subdivision B 2 e of 13.1-734. A shareholder who failsto withdraw from the appraisal process may not thereafter withdraw withoutthe corporation's written consent.

C. A shareholder who does not execute and return the form and, in the case ofcertificated shares, deposit that shareholder's share certificates whererequired, each by the date set forth in the notice described in subsection Bof 13.1-734, shall not be entitled to payment under this article.

(2005, c. 765.)