CODE OF VIRGINIA

MERGER (§ 13.1-894)

A. One or more domestic corporations may merge with one or more domestic or
foreign corporations or eligible entities pursuant to a plan of merger, or two
or more foreign corporations or domestic or foreign eligible entities may merge
into a new domestic corporation to be created in the merger in the manner
provided in this chapter. When a domestic corporation is the survivor of a
merger with a domestic stock corporation, it may become, pursuant to subdivision
C 5, a domestic stock corporation, provided that the only parties to the merger
are domestic corporations and domestic stock corporations.

B. A foreign corporation or a foreign eligible entity may be a party to a merger
with a domestic corporation or may be created pursuant to the terms of the plan
of merger only if the merger is permitted by the laws under which the foreign
corporation or eligible entity is organized or by which it is governed.

C. The plan of merger shall include:

   1.  The name of each domestic or foreign corporation or eligible entity that
   will merge and the name of the domestic or foreign corporation or eligible
   entity that will be the survivor of the merger;

   2.  The terms and conditions of the merger;

   3.  The manner and basis of converting the membership interests of each
   merging domestic or foreign corporation and eligible interests of each
   domestic or foreign eligible entity into membership interests, eligible
   interests or other securities, obligations, rights to acquire membership
   interests, eligible interests or other securities, cash or other property, or
   any combination of the foregoing;

   4.  The manner and basis of converting any rights to acquire the membership
   interests of each merging domestic or foreign corporation and eligible
   interests of each merging domestic or foreign eligible entity into membership
   interests, eligible interests or other securities, obligations, rights to
   acquire membership interests, eligible interests or other securities, cash or
   other property, or any combination of the foregoing;

   5.  The articles of incorporation of any domestic or foreign corporation or
   stock corporation or the organic document of any domestic or foreign
   unincorporated entity to be created by the merger or, if a new domestic or
   foreign corporation or stock corporation or unincorporated entity is not to be
   created by the merger, any amendments to the survivor’s articles of
   incorporation or organic document; and

   6.  Any other provisions required by the laws under which any party to the
   merger is organized or by which it is governed or required by the articles of
   incorporation or organic document of any such party.

D. Terms of a plan of merger may be made dependent on facts objectively
ascertainable outside the plan in accordance with subsection L of § 13.1-804.

E. The plan of merger may also include a provision that the plan may be amended
prior to the effective date of the certificate of merger, but if the members of
a domestic corporation that is a party to the merger are required by any
provision of this chapter to vote on the plan, the plan may not be amended
subsequent to approval of the plan by such members to change any of the
following unless such amendment is approved by the members:

   1.  The amount or kind of membership interests, eligible interests or other
   securities, obligations, rights to acquire membership interests, eligible
   interests or other securities, cash, or other property to be received under
   the plan by the members of or owners of eligible interests in any party to the
   merger;

   2.  The articles of incorporation of any domestic or foreign corporation or
   stock corporation or the organic document of any unincorporated entity that
   will survive or be created as a result of the merger, except for changes
   permitted by subsection B of § 13.1-885; or

   3.  Any of the other terms or conditions of the plan if the change would
   adversely affect such members in any material respect.

HISTORY: Code 1950, § 13.1-240; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2008,
c. 509; 2015, c. 611.