Terms Used In Virginia Code > Title 13.1 > Chapter 9 > Article 14.1 - . Control Share Acquisitions.

• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Affiliate: means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the person specified. See Virginia Code 55.1-2200
• Appraisal: A determination of property value.
• Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• associate: shall mean (i) any other person who directly or indirectly controls, or is controlled by or under common control with, any such person or who is acting or intends to act jointly or in concert with any such person in connection with the acquisition of or exercise of beneficial ownership over shares; (ii) any corporation or organization of which any such person is an officer, director, manager or partner or as to which any such person performs a similar function; (iii) any other person having direct or indirect beneficial ownership of 10 percent or more of any class of equity securities of any such person; (iv) any trust or estate in which any such person has a beneficial interest or as to which any such person serves as trustee or in a similar fiduciary capacity; and (v) any relative or spouse of any such person, or any relative of such spouse, any one of whom has the same residence as any such person. See Virginia Code 13.1-728.1
• Association: means the association organized under the provisions of § Virginia Code 55.1-2200
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Beneficial ownership: means the sole or shared power to dispose or direct the disposition of shares, or the sole or shared power to vote or direct the voting of shares, or the sole or shared power to acquire shares, including any such power that is not immediately exercisable, whether such power is direct or indirect or through any contract, arrangement, understanding, relationship or otherwise. See Virginia Code 13.1-728.1
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Board: means the Common Interest Community Board. See Virginia Code 55.1-2200
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
• Contract: A legal written agreement that becomes binding when signed.
• control: shall mean the possession, direct or indirect, of the power to direct or to cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, arrangement or understanding, or otherwise. See Virginia Code 13.1-728.1
• Control share acquisition: means the direct or indirect acquisition, other than in an excepted acquisition, by any person of beneficial ownership of shares of a public corporation that, except for this article, would have voting rights and would, when added to all other shares of such public corporation which then have voting rights and are beneficially owned by such person, would cause such person to become entitled, immediately upon acquisition of such shares, to vote or direct the vote of, shares having voting power within any of the following ranges of the votes entitled to be cast in an election of directors: (i) one-fifth or more but less than one-third of such votes; (ii) one-third or more but less than a majority of such votes; or (iii) a majority or more of such votes. See Virginia Code 13.1-728.1
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Deed: means the instrument by which title to a time-share estate is transferred from one person to another person. See Virginia Code 55.1-2200
• Deed of trust: means the instrument conveying the time-share estate that is given as security for the payment of the note. See Virginia Code 55.1-2200
• Default: means either a failure to have made any payment in full and on time or a violation of a performance obligation required by a consumer document for a period of no less than 60 days. See Virginia Code 55.1-2200
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § Virginia Code 13.1-603
• Dependent: A person dependent for support upon another.
• Developer: means any person or group of persons acting in concert that (i) offers to dispose of a time-share or its interest in a time-share unit for which there has not been a previous disposition or (ii) applies for registration of the time-share program. See Virginia Code 55.1-2200
• disposition: means a transfer of a legal or equitable interest in a time-share, other than a transfer or release of security for a debt. See Virginia Code 55.1-2200
• Employee: includes , unless otherwise provided in the bylaws, an officer but not a director. See Virginia Code 13.1-603
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Excepted acquisition: means the acquisition of shares of a public corporation in any of the following circumstances:

  1. See Virginia Code 13.1-728.1

• exchange company: means a person that exchanges or offers to exchange time-shares in an exchange program with other time-shares. See Virginia Code 55.1-2200
• Exchange program: means any opportunity or procedure for the assignment or exchange of time-shares among owners in other time-share programs as evidenced by a past or present written agreement executed between an exchange company and the developer or the time-share estate association; however, an "exchange program" shall not be either an incidental benefit or an opportunity or procedure by which a time-share owner can exchange his time-share for another time-share within either the same time-share project or another time-share project owned in part by the developer. See Virginia Code 55.1-2200
• Expenses: means reasonable expenses of any kind that are incurred in connection with a matter. See Virginia Code 13.1-603
• Fiduciary: A trustee, executor, or administrator.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Grantor: The person who establishes a trust and places property into it.
• in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Virginia Code 1-257
• Includes: means includes, but not limited to. See Virginia Code 1-218
• Inherent risks of project activity: means those dangers or conditions that are an integral part of a project activity, including certain hazards, such as surface and subsurface conditions; natural conditions of land, vegetation, and waters; the behavior of wild or domestic animals; and ordinary dangers of structures or equipment ordinarily used in association or time-share project operations. See Virginia Code 55.1-2200
• Interest: means either or both of the following rights under the organic law governing an unincorporated entity:

  1. See Virginia Code 13.1-603

• Interested shares: means the shares of a public corporation the voting of which in an election of directors may be exercised or directed by any of the following persons: (i) an acquiring person with respect to a control share acquisition; (ii) any officer of such public corporation; or (iii) any employee of such public corporation who is also a director of the corporation. See Virginia Code 13.1-728.1
• Lien: A claim against real or personal property in satisfaction of a debt.
• Managing agent: means a person that undertakes the duties, responsibilities, and obligations of the management of a time-share project. See Virginia Code 55.1-2200
• Material change: means a change in any information or document disclosed in or attached to the public offering statement that renders inaccurate, incomplete, or misleading any information or document in such a way as to affect substantially a purchaser's rights or obligations, but does not include a change (i) in the real estate tax assessment or rate, utility charges or deposits, maintenance fees, association dues, assessments, special assessments, or any recurring time-share expense item, provided that such change is made known (a) immediately to the prospective purchaser by a written addendum in the public offering statement and (b) to the Board by filing with the developer's annual report copies of the updated changes occurring over the immediately preceding 12 months; (ii) that is an aspect or result of the orderly development of the time-share project in accordance with the time-share instrument; (iii) resulting from new, updated, or amended information contained in the annual report prepared and distributed pursuant to § Virginia Code 55.1-2200
• Merger: means a transaction pursuant to § Virginia Code 13.1-603
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Note: means the instrument that evidences the debt occasioned by the deferred purchase of a time-share. See Virginia Code 55.1-2200
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• offer: means any act that originates in the Commonwealth to sell, solicit, induce, or advertise, whether by radio, television, telephone, newspaper, magazine, or mail, during which a person is given an opportunity to acquire a time-share. See Virginia Code 55.1-2200
• owner: means a person that is an owner or co-owner of a time-share other than as security for an obligation. See Virginia Code 55.1-2200
• Participant: means any person, other than a project professional, that engages in a project activity. See Virginia Code 55.1-2200
• Person: includes an associate of any person. See Virginia Code 13.1-728.1
• Person: means one or more natural persons, corporations, partnerships, associations, trustees of a trust, limited liability companies, or other entities, or any combination thereof, capable of holding title to real property. See Virginia Code 55.1-2200
• Possibility of reverter: means a provision contained in a reverter deed by which the time-share estate automatically reverts or transfers back to the developer upon satisfaction of the requirements imposed by § Virginia Code 55.1-2200
• Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. See Virginia Code 13.1-603
• Product: means each time-share program and all alternative purchases. See Virginia Code 55.1-2200
• program: means any arrangement of time-shares in one or more time-share projects by which the use, occupancy, or possession of real property has been made subject to either a time-share estate or time-share use in which such use, occupancy, or possession circulates among owners of the time-shares according to a fixed or floating time schedule on a periodic basis occurring over any period of time in excess of five years. See Virginia Code 55.1-2200
• project: means all of the real property subject to a time-share program created by the execution of a time-share instrument. See Virginia Code 55.1-2200
• Project activity: includes swimming pools, spas, sporting venues, and cultural, historical, or harvest-your-own activities; other amenities and events; or natural activities and attractions for recreational, entertainment, educational, or social purposes. See Virginia Code 55.1-2200
• project instrument: means any document, however denominated, that creates the time-share project and program and that may contain restrictions or covenants regulating the use, occupancy, or disposition of time-shares in a project. See Virginia Code 55.1-2200
• Project professional: means any person that is engaged in the business of providing one or more project activities, whether or not for compensation. See Virginia Code 55.1-2200
• Public corporation: means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. See Virginia Code 13.1-603
• Public offering statement: means the statement required by § Virginia Code 55.1-2200
• Purchaser: means any person other than a developer or lender that owns or acquires a product or that otherwise enters into a contract for the purchase of a product. See Virginia Code 55.1-2200
• Quorum: The number of legislators that must be present to do business.
• real estate: includes lands, tenements and hereditaments, and all rights and appurtenances thereto and interests therein, other than a chattel interest. See Virginia Code 1-219
• Record date: means the date fixed for determining the identity of the corporation's shareholders and their shareholdings for purposes of this chapter. See Virginia Code 13.1-603
• Reverter deed: means the deed from a developer to a grantee that contains a possibility of reverter. See Virginia Code 55.1-2200
• Secretary: means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of § Virginia Code 13.1-603
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Share exchange: means a transaction pursuant to § Virginia Code 13.1-603
• Shareholder: means a record shareholder. See Virginia Code 13.1-603
• Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
• State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
• Time-share: means either a time-share estate or a time-share use plus its incidental benefits. See Virginia Code 55.1-2200
• Time-share estate: means a right to occupy a time-share unit or any of several time-share units during five or more separated time periods over a period of at least five years, including renewal options, coupled with a freehold estate or an estate for years in one or more time-share units or a specified portion of such time-share units. See Virginia Code 55.1-2200
• Transfer: means a voluntary conveyance of a resale time-share to a person other than the developer, association, or managing entity of the time-share program of which the resale time-share is a part or to a person taking ownership by gift, foreclosure, or deed in lieu of foreclosure. See Virginia Code 55.1-2200
• Trustee: A person or institution holding and administering property in trust.
• unit: means the real property or real property improvement in a project that is divided into time-shares and designated for separate occupancy and use. See Virginia Code 55.1-2200
• United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
• Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Virginia Code 13.1-603
• Voting power: means the current power to vote in the election of directors. See Virginia Code 13.1-603
• written: means any information in the form of a document. See Virginia Code 13.1-603