§ 6.1-2.7:1. (Repealed effective October 1, 2010) Reclassification orconversion of banking institution shares.
A. As used in this section, unless the context requires otherwise:
"Banking institution" means a corporation that is organized under theVirginia Stock Corporation Act (§ 13.1-601 et seq.) and that is a (i) bank,(ii) savings institution, (iii) bank holding company as defined in 12 U.S.C.§ 1841 or § 6.1-4, (iv) savings and loan holding company, or (v) multiple ordiversified savings and loan holding company as defined in 12 U.S.C. § 1467a.
"Issuer" means a banking institution required to file periodic reportsunder § 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or 78o(d)).
B. A banking institution may adopt an amendment to its articles ofincorporation to reclassify or convert a portion of its issued andoutstanding shares of common stock into a class or series of preferred stockfor the purpose of ceasing to be, or avoiding the status of, an issuer,provided (i) such reclassification or conversion is authorized by the bankinginstitution's original or amended articles of incorporation and (ii) thereclassified or converted shares continue to be a part of the equity capitalof the corporation.
C. A reclassification or conversion of shares pursuant to this section shallnot be subject to the provisions of Article 15 (§ 13.1-729 et seq.) of theVirginia Stock Corporation Act, notwithstanding that such shares are beingreclassified or converted and other shares of the same class or series arenot being reclassified or converted, if:
1. The board of directors of the banking institution shall have recommendedto the shareholders approval of the amendment to reclassify or convert suchshares;
2. The shareholders of the corporation approve the amendment;
3. All affected shares are reclassified or converted on the same terms; and
4. Articles of amendment are filed in accordance with § 13.1-710.
§ 6.1-2.7:1. (Repealed effective October 1, 2010) Reclassification orconversion of banking institution shares.
A. As used in this section, unless the context requires otherwise:
"Banking institution" means a corporation that is organized under theVirginia Stock Corporation Act (§ 13.1-601 et seq.) and that is a (i) bank,(ii) savings institution, (iii) bank holding company as defined in 12 U.S.C.§ 1841 or § 6.1-4, (iv) savings and loan holding company, or (v) multiple ordiversified savings and loan holding company as defined in 12 U.S.C. § 1467a.
"Issuer" means a banking institution required to file periodic reportsunder § 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or 78o(d)).
B. A banking institution may adopt an amendment to its articles ofincorporation to reclassify or convert a portion of its issued andoutstanding shares of common stock into a class or series of preferred stockfor the purpose of ceasing to be, or avoiding the status of, an issuer,provided (i) such reclassification or conversion is authorized by the bankinginstitution's original or amended articles of incorporation and (ii) thereclassified or converted shares continue to be a part of the equity capitalof the corporation.
C. A reclassification or conversion of shares pursuant to this section shallnot be subject to the provisions of Article 15 (§ 13.1-729 et seq.) of theVirginia Stock Corporation Act, notwithstanding that such shares are beingreclassified or converted and other shares of the same class or series arenot being reclassified or converted, if:
1. The board of directors of the banking institution shall have recommendedto the shareholders approval of the amendment to reclassify or convert suchshares;
2. The shareholders of the corporation approve the amendment;
3. All affected shares are reclassified or converted on the same terms; and
4. Articles of amendment are filed in accordance with § 13.1-710.
§ 6.1-2.7:1. (Repealed effective October 1, 2010) Reclassification orconversion of banking institution shares.
A. As used in this section, unless the context requires otherwise:
"Banking institution" means a corporation that is organized under theVirginia Stock Corporation Act (§ 13.1-601 et seq.) and that is a (i) bank,(ii) savings institution, (iii) bank holding company as defined in 12 U.S.C.§ 1841 or § 6.1-4, (iv) savings and loan holding company, or (v) multiple ordiversified savings and loan holding company as defined in 12 U.S.C. § 1467a.
"Issuer" means a banking institution required to file periodic reportsunder § 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or 78o(d)).
B. A banking institution may adopt an amendment to its articles ofincorporation to reclassify or convert a portion of its issued andoutstanding shares of common stock into a class or series of preferred stockfor the purpose of ceasing to be, or avoiding the status of, an issuer,provided (i) such reclassification or conversion is authorized by the bankinginstitution's original or amended articles of incorporation and (ii) thereclassified or converted shares continue to be a part of the equity capitalof the corporation.
C. A reclassification or conversion of shares pursuant to this section shallnot be subject to the provisions of Article 15 (§ 13.1-729 et seq.) of theVirginia Stock Corporation Act, notwithstanding that such shares are beingreclassified or converted and other shares of the same class or series arenot being reclassified or converted, if:
1. The board of directors of the banking institution shall have recommendedto the shareholders approval of the amendment to reclassify or convert suchshares;
2. The shareholders of the corporation approve the amendment;
3. All affected shares are reclassified or converted on the same terms; and
4. Articles of amendment are filed in accordance with § 13.1-710.
