reglab/housing_qa huggingface dataset:
NV Rev Stat § 78.438 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.438 - Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal.

  1. Except as otherwise provided in NRS 78.433 to 78.437, inclusive, a resident domestic corporation may not engage in any combination with any interested stockholder of the resident domestic corporation for 2 years after the date that the person first became an interested stockholder unless the combination meets all of the requirements of the articles of incorporation of the resident domestic corporation and:  (a) The combination or the transaction by which the person first became an interested stockholder is approved by the board of directors of the resident domestic corporation before the person first became an interested stockholder; or  (b) The combination is approved by the board of directors of the resident domestic corporation and, at or after that time, the combination is approved at an annual or special meeting of the stockholders of the resident domestic corporation, and not by written consent, by the affirmative vote of the holders of stock representing at least 60 percent of the outstanding voting power of the resident domestic corporation not beneficially owned by the interested stockholder or the affiliates or associates of the interested stockholder.  2. If a proposal in good faith regarding a combination is made in writing to the board of directors of the resident domestic corporation, the board of directors shall respond, in writing, within 30 days or such shorter period, if any, as may be required by the Securities Exchange Act, setting forth its reasons for its decision regarding the proposal.  3. If a proposal in good faith to enter into a transaction by which the person will become an interested stockholder is made in writing to the board of directors of the resident domestic corporation, the board of directors, unless it responds affirmatively in writing within 30 days or such shorter period, if any, as may be required by the Securities Exchange Act, is considered to have disapproved the transaction.  (Added to NRS by 1991, 1204; A 1993, 968; 2003, 3102; 2009, 1682; 2011, 2787; 2015, 3230)
NV Rev Stat § 78.439 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.439 - Authorized combinations: General requirements.

A resident domestic corporation may not engage in any combination with an interested stockholder of the resident domestic corporation after the expiration of 2 years after the person first became an interested stockholder unless the combination meets all of the requirements of the articles of incorporation of the resident domestic corporation and:  1. The combination or transaction by which the person first became an interested stockholder is approved by the board of directors of the resident domestic corporation before the person first became an interested stockholder;  2. The combination is approved by a majority of the outstanding voting power of the resident domestic corporation not beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder; or  3. The combination meets the requirements specified in NRS 78.411 to 78.444, inclusive.  (Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103; 2011, 2787; 2015, 3231)
NV Rev Stat § 78.441 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.441 - Authorized combinations: Consideration to be received by disinterested holders of common shares.

As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439, a combination with an interested stockholder of the resident domestic corporation engaged in more than 2 years after the date that the person first became an interested stockholder is permissible if the requirements of NRS 78.442, 78.443 and 78.444 are satisfied and the aggregate amount of the cash and the market value, as of the date of consummation, of consideration other than cash to be received per share by all of the holders of outstanding common shares of the resident domestic corporation not beneficially owned by such interested stockholder immediately before that date is at least equal to the higher of the following:  1. The highest price per share paid by the interested stockholder, at a time when the interested stockholder was the beneficial owner, directly or indirectly, of 5 percent or more of the outstanding voting shares of the corporation, for any common shares of the same class or series acquired by the interested stockholder within 2 years immediately before the date of announcement with respect to the combination or within 2 years immediately before, or in, the transaction in which the person became an interested stockholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest price per share was paid through the date of consummation at the rate for one-year obligations of the United States Treasury in effect on that earliest date, less the aggregate amount of any dividends paid in cash and the market value of any dividends paid other than in cash, per common share since that earliest date.  2. The market value per common share on the date of announcement with respect to the combination or on the date that the person first became an interested stockholder, whichever is higher, plus interest compounded annually from that date through the date of consummation at the rate for one-year obligations of the United States Treasury in effect on that date, less the aggregate amount of any dividends paid in cash and the market value of any dividends paid other than in cash, per common share since that date.  (Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103; 2011, 2788; 2015, 3231)
NV Rev Stat § 78.443 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.443 - Authorized combinations: Required form and distribution of consideration.

The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the resident domestic corporation in a combination pursuant to NRS 78.441 and 78.442 must be in cash or in the same form as the interested stockholder has used to acquire the largest number of shares of the class or series of shares previously acquired by the interested stockholder, and the consideration must be distributed promptly.  (Added to NRS by 1991, 1206; A 2011, 2790)
NV Rev Stat § 78.444 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.444 - Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder.

As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439, a combination with an interested stockholder of the resident domestic corporation engaged in more than 2 years after the date that the person first became an interested stockholder is permissible if the requirements of NRS 78.441, 78.442 and 78.443 are satisfied and, after the date that such person first became an interested stockholder and before the date of consummation with respect to the combination, the interested stockholder has not become the beneficial owner of any additional voting shares of the resident domestic corporation except:  1. As part of the transaction that resulted in the person becoming an interested stockholder;  2. By virtue of any transaction or series of transactions not constituting a combination;  3. Through a combination meeting the requirements of NRS 78.439; or  4. Through a purchase at any price that, if the price had been paid in an otherwise permissible combination whose date of announcement and date of consummation were the date of the purchase, would have satisfied the requirements of NRS 78.441, 78.442 and 78.443.  (Added to NRS by 1991, 1206; A 1993, 971; 2003, 3105; 2011, 2790; 2015, 3233)
NV Rev Stat § 78.565 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.565 - Sale, lease or exchange of assets: Authority; vote of stockholders.

  1. Unless otherwise provided in the articles of incorporation, every corporation may, by action taken at any meeting of its board of directors, sell, lease or exchange all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions as its board of directors may approve, when and as authorized by the affirmative vote of stockholders holding stock in the corporation entitling them to exercise at least a majority of the voting power.  2. Unless otherwise provided in the articles of incorporation, a vote of stockholders is not necessary:  (a) For a transfer of assets by way of mortgage, or in trust or in pledge to secure indebtedness of the corporation; or  (b) To abandon the sale, lease or exchange of assets.  [37:177:1925; NCL § 1636] — (NRS A 1989, 886; 1993, 973; 2001, 1376, 3199; 2007, 2420)
NV Rev Stat § 78.570 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.570 - Sale of property and franchise under decree of court.

Sales of the property and franchises of corporations that may be sold under a decree of court shall be made after such notice of the time and place as the court may deem proper. If the sales are made in the foreclosure of one or more mortgages, the court may order the sale to be made for the whole amount of indebtedness secured by the mortgage or mortgages, or for the amount of interest due under the mortgage or mortgages, subject to the payment by the purchaser of the outstanding indebtedness and interest secured thereby as they become due. In the latter event the court may, by proper orders, secure the assumption thereof by the purchaser. When a sale shall be ordered to be made, subject as aforesaid, the court shall direct the officer making such sale, in the event that the property and franchises offered do not sell for enough to pay the amount aforesaid, to sell the same free from encumbrances. Sales under this section shall be made on such credits as the court may deem proper.  [38:177:1925; NCL § 1637]
NV Rev Stat § 78.573 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.573 - Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.

  1. The Secretary of State shall authorize a corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of dissolution required by NRS 78.780, if the corporation provides evidence satisfactory to the Secretary of State that the corporation did not transact business in this State or as a corporation organized pursuant to the laws of this State:  (a) During the entire period for which its charter was revoked; or  (b) During a portion of the period for which its charter was revoked and the corporation paid the fees and penalties for the portion of that period in which the corporation transacted business in this State or as a corporation organized pursuant to the laws of this State.  2. The Secretary of State may adopt regulations to administer the provisions of this section.  (Added to NRS by 2015, 1279)
NV Rev Stat § 78.575 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.575 - Procedure for dissolution before payment of capital and beginning of business.

Before the payment of any part of the capital and before beginning the business for which the corporation was created, the incorporators or the board of directors named in the articles of incorporation may dissolve a corporation by filing in the Office of the Secretary of State a certificate, signed by a majority of the incorporators or of the board of directors named in the articles of incorporation, stating that no part of the capital has been paid and the business has not begun, and thereupon the corporation is dissolved.  [73:177:1925; NCL § 1672] — (NRS A 1993, 973; 1995, 1114; 1999, 1591)
NV Rev Stat § 78.580 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.580 - Procedure for dissolution after beginning of business.

  1. If the board of directors of any corporation organized under this chapter decides that the corporation should be dissolved, the board may adopt a resolution to that effect.  2. If the corporation has issued no stock, only the directors need to approve the dissolution.  3. If the corporation has issued stock, the directors must recommend the dissolution to the stockholders. The board of directors may condition its submission of the proposal for dissolution on any lawful basis. Unless the dissolution is to be approved by written consent pursuant to NRS 78.320, the corporation shall notify each stockholder, whether or not entitled to vote on dissolution, of the proposed dissolution and the stockholders entitled to vote must approve the dissolution. If the dissolution is approved by written consent pursuant to subsection 2 of NRS 78.320, the corporation shall notify each stockholder whose written consent was not solicited of the dissolution, in writing, not later than 10 days after the effective date of the dissolution.  4. If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in subsections 2 and 3, the corporation shall file with the Secretary of State a certificate signed by an officer of the corporation setting forth that the dissolution has been approved by the directors, or by the directors and the stockholders, and a list of the names and addresses, either residence or business, of the corporation’s president, secretary and treasurer, or the equivalent thereof, and all of its directors.  5. The dissolution takes effect at the time of the filing of the certificate of dissolution with the Secretary of State or upon a later date and time as specified in the certificate, which date must be not more than 90 days after the date on which the certificate is filed. If a certificate of dissolution specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.  [64:177:1925; NCL § 1663] — (NRS A 1963, 1391; 1979, 397; 1991, 1239; 1993, 973; 2001, 1376, 3199; 2003, 3105; 2003, 20th Special Session, 36; 2011, 2790; 2019, 99)
NV Rev Stat § 78.585 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.585 - Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.

  1. The dissolution of a corporation does not impair any remedy or cause of action available to or against it or its directors, officers or stockholders commenced within 2 years after the date of the dissolution with respect to any remedy or cause of action in which the plaintiff learns, or in the exercise of reasonable diligence should have learned of, the underlying facts on or before the date of dissolution, or within 3 years after the date of dissolution with respect to any other remedy or cause of action. Any such remedy or cause of action not commenced within the applicable period is barred. The corporation continues as a body corporate for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or character by or against it and of enabling it gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which it was established.  2. Nothing in this section shall be so construed as to lengthen any shorter statute of limitations otherwise applicable provided that no provision of this chapter or other specific statute has the effect of applying any statute of limitations that is longer than provided for in this section with respect to any such remedy or cause of action. Nothing in this section shall be construed to create any remedy or cause of action available to or against the corporation or its directors, officers or stockholders.  [65:177:1925] — (NRS A 1949, 170; 1955, 165; 1985, 1793; 2011, 2791; 2013, 1273)
NV Rev Stat § 78.590 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.590 - Trustees of dissolved corporation: Powers of directors.

  1. Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its corporate existence, limited by its articles of incorporation, the directors become trustees thereof, with full power to prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the corporation, to enable the corporation gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which the corporation was established.  2. After paying or adequately providing for the liabilities and obligations of the corporation, the trustees, with the written consent of stockholders holding stock in the corporation entitling them to exercise at least a majority of the voting power, may sell the remaining assets or any part thereof to a corporation organized under the laws of this or any other state, and take in payment therefor the stock or bonds, or both, of that corporation and distribute them among the stockholders of the liquidated corporation, in proportion to their interest therein. No such sale is valid as against any stockholder who, within 30 days after the mailing of notice to the stockholder of the sale, applies to the district court for an appraisal of the value of his or her interest in the assets so sold, and unless within 30 days after the appraisal is confirmed by the court the stockholders consenting to the sale, or some of them, pay to the objecting stockholder or deposit for the objecting stockholder’s account, in the manner directed by the court, the amount of the appraisal. Upon the payment or deposit the interest of the objecting stockholder vests in the person or persons making the payment or deposit.  3. In winding up and liquidating the business and affairs of the corporation, the trustees have the duties imposed upon them, and the benefit of the presumptions established, by NRS 78.138.  [66:177:1925; NCL § 1665] — (NRS A 1993, 974; 2011, 2791)
NV Rev Stat § 78.597 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.597 - Liability of stockholders of dissolved corporation.

  1. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590, is not liable for any claim against the corporation in an amount in excess of such stockholder’s pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.  2. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590, is not liable for any claim against the corporation on which an action, suit or proceeding is not begun before the expiration of the period described in NRS 78.585.  3. The aggregate liability of any stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired for claims against such corporation must not exceed the amount distributed to such stockholder pursuant to NRS 78.590.  (Added to NRS by 2011, 2769)
NV Rev Stat § 78.600 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.600 - Trustees or receivers for dissolved corporations: Appointment; powers.

When any corporation organized under this chapter shall be dissolved or cease to exist in any manner whatever, the district court, on application of any creditor or stockholder of the corporation, at any time, may either continue the directors trustees as provided in NRS 78.590, or appoint one or more persons to be receivers of and for the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes aforesaid.  [68:177:1925; NCL § 1667]
NV Rev Stat § 78.605 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.605 - Jurisdiction of district court.

The district court shall have jurisdiction of the application prescribed in NRS 78.600 and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.  [69:177:1925; NCL § 1668]
NV Rev Stat § 78.610 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.610 - Duties of trustees or receivers; payment and distribution to creditors and stockholders.

The trustees or receivers, after payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the extent of their lawful priority, shall pay the other debts due from the corporation, if the funds in their hands shall be sufficient therefor, and if not, they shall distribute the same ratably among all the creditors who shall prove their debts in the manner that shall be directed by an order or decree of the court for that purpose. If there shall be any balance remaining after the payment of the debts and necessary expenses (or the making of adequate provision therefor), they shall distribute and pay the same to and among those who shall be justly entitled thereto, as having been stockholders of the corporation, or their legal representatives.  [70:177:1925; NCL § 1669]
NV Rev Stat § 78.615 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.615 - Abatement of pending actions; substitution of dissolution trustees or receivers.

If any corporation organized under this chapter becomes dissolved by the expiration of its charter or otherwise, before final judgment obtained in any action pending or commenced in any court of record of this State against the corporation, the action shall not abate by reason thereof, but the dissolution of the corporation being suggested upon the record, and the names of the trustees or receivers of the corporation being entered upon the record, and notice thereof served upon the trustees or receivers, or if such service be impracticable upon the counsel of record in such case, the action shall proceed to final judgment against the trustees or receivers by the name of the corporation.  [71:177:1925; NCL § 1670]
NV Rev Stat § 78.620 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.620 - Dissolution or forfeiture of charter by decree of court; filing.

Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the district court, the decree or judgment shall be forthwith filed by the clerk of the court in the Office of the Secretary of State.  [72:177:1925; NCL § 1671]