CODE OF VIRGINIA

DISPOSITION OF ASSETS NOT REQUIRING SHAREHOLDER APPROVAL (§ 13.1-723)

Unless the articles of incorporation otherwise provide, no approval of the
shareholders of a corporation is required:

   1.  To sell, lease, exchange, or otherwise dispose of any or all of the
   corporation’s assets in the usual and regular course of business;

   2.  To mortgage, pledge or dedicate to the repayment of indebtedness, whether
   with or without recourse, or otherwise encumber any or all of the
   corporation’s assets, whether or not in the usual and regular course of
   business;

   3.  To transfer any or all of the corporation’s assets to one or more
   domestic or foreign corporations or eligible entities all the shares or
   eligible interests of which are owned by the corporation; or

   4.  To distribute assets pro rata to the holders of one or more classes or
   series of the corporation’s shares.

HISTORY: Code 1950, §§ 13-83, 13-84, 13.1-77; 1954, c. 499; 1956, c. 428;
1968, c. 109; 1971, Ex. Sess., c. 117; 1975, c. 500; 1985, c. 522; 1994, c. 710;
2003, c. 728; 2005, c. 765.