without a meeting and without prior notice, if the action is taken by the Corporation’s shareholders entitled to vote at a shareholders’ meeting and who have the voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all the shareholders entitled to vote thereon were present and voted.
ARTICLE VI. SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS
An amendment of the Corporation’s Articles of Incorporation, a plan of merger or share exchange, a transaction involving the sale of all or substantially all of the Corporation’s assets other than in the regular course of business and a plan of dissolution shall be approved y the vote of a majority of all the votes entitled to be cast on such transactions.
ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. Each Director and Officer who is or was a party to any proceeding (including a proceeding by or in the right of the Corporation) shall be indemnified by the Corporation against any liability imposed upon or asserted against him (including amounts paid in settlement) arising out of conduct in his official capacity with the Corporation or otherwise by reason of the fact that he is or was such a Director or Office or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or otherwise enterprise, except that there shall be no indemnification in relation to matters as to which he shall have been finally adjudged to be liable by reason of having been guilty of (i) willful misconduct or (ii) a knowing violation of criminal law in the performance of his duty as such Director or Officer.
B. In addition to the indemnification provided under Section A, to the full extent permitted by the Virginia Stock Corporation act and any other applicable law, as they exist on the date hereof or may hereafter be amended, the Corporation shall indemnify a Director or Officer is or was serving at the request of the Corporation as a director, officer, employee or agent of anther corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
C. The Corporation is empowered to contract in advance to indemnify any Director or Officer to the extent indemnification is granted under Sections A and B. The Board of Directors is also empowered to cause the Corporation to indemnify or contract in advance to indemnify any other person not covered by Sections A and B who as or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as if such person were specified as one to whom indemnification is granted under Sections A and B.
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