77931413.1-732Virginia Decodedhttps://vacode.org2016CorporationsVirginia Stock Corporation ActAppraisal Rights And Other Remedies.Notice of appraisal rights1985, c. 522; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2015, c. 611.Willard v. Moneta Bldg. Supply, Inc.002354551 S.E.2d 5962001-09-14https://www.courtlistener.com/opinion/1059429/willard-v-moneta-bldg-supply-inc/ . . . and receive fair value for his stock, and Code § 13.1-732 requires the corporation to give notice . . . <abbr title="Supreme Court of Virginia">SCV</abbr>Middleburg Training Center, Inc. v. Firestone1:07cv37477 F. Supp. 2d 7192007-03-06https://www.courtlistener.com/opinion/2430136/middleburg-training-center-inc-v-firestone/ . . . entitled to assert their appraisal rights. Va.Code § 13.1-732. Then, when the proposed corporate . . . District Court, E.D. Virginiahttp://law.lis.virginia.gov/vacode/13.1-732/13.1-657Action without meeting/13.1-657/13.1-719Merger between parent and subsidiary or between subsidiaries/13.1-719/13.1-730Right to appraisal/13.1-730/13.1-734Appraisal notice and form/13.1-734//13.1-732/13.1/9/15/13.1-732

section

A

AA1

In a merger pursuant to § 13.1-719, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within 10 days after the corporate action became effective and include the materials described in § 13.1-734.section

B

BB1

Where any corporate action specified in subsection A of § 13.1-730 is to be approved by written consent of the shareholders pursuant to § 13.1-657:section

C

CC1

Written notice that appraisal rights are, are not, or may be available must be given to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article; andsection

C

1

C1C12

Written notice that appraisal rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by subsections F and G of § 13.1-657, may include the materials described in § 13.1-734, and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article.section

C

2

C2C22

Where corporate action described in subsection A of § 13.1-730 is proposed, or a merger pursuant to § 13.1-719 is effected, the notice referred to in subsection A or C, if the corporation concludes that appraisal rights are or may be available, and in subsection B shall be accompanied by:section

D

DD1

The annual financial statements specified in subsection A of § 13.1-774 of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than 16 months before the date of the notice and shall comply with subsection B of § 13.1-774; provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; andsection

D

1

D1D12

The latest available quarterly financial statements of such corporation, if any.section

D

2

D2D22

A public corporation, or a corporation that ceased to be a public corporation as a result of the corporate action specified in subsection A of § 13.1-730, may fulfill its responsibilities under subsection D by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission if the corporation was a public corporation as of the date of the specified financial statements.section

E

EE1

The right to receive the information described in subsection D may be waived in writing by a shareholder before or after the corporate action.section

F

FF1