reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.340 - Failure to hold election of directors on regular day does not dissolve corporation.

If the directors shall not be elected on the day designated for the purpose, the corporation shall not for that reason be dissolved; but every director shall continue to hold office and discharge the duties of a director until a successor has been elected.
[34:177:1925; NCL § 1633]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.345 - Election of directors by order of court upon failure of regular election.

1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330, the district court has jurisdiction in equity, upon application of any one or more stockholders holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330.
2. The application must be made by petition filed in the county where the principal office of the corporation is located or, if the principal office is not located in this State, in the county in which the corporation’s registered office is located, and must be brought on behalf of all stockholders desiring to be joined therein. Such notice must be given to the corporation and the stockholders as the court may direct.
3. The directors elected pursuant to this section have the same rights, powers and duties and the same tenure of office as directors elected by the stockholders at the annual meeting held at the time prescribed therefor, next before the date of the election pursuant to this section, would have had.
[35:177:1925; NCL § 1634]—(NRS A 1991, 1231; 2007, 2646; 2009, 1678)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.352 - Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.

1. A person holding stock in a fiduciary capacity is entitled to vote the shares so held.
2. A person whose stock is pledged is entitled to vote, unless in the pledge the pledgor has expressly empowered the pledgee to vote the stock, in which case only the pledgee or the proxy of the pledgee may vote the stock.
3. If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, joint tenants, tenants in common or otherwise, or if two or more persons have the same fiduciary relationship respecting the shares or securities, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship, their acts with respect to voting have the following effect:
(a) If only one votes, that person’s act binds all;
(b) If more than one votes, the act chosen by a majority of votes binds all; or
(c) If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the shares or securities in question proportionally.
(Added to NRS by 2001, 1356; A 2001, 3199)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.360 - Cumulative voting.

1. The articles of incorporation of any corporation may provide that at all elections of directors of the corporation each holder of stock possessing voting power is entitled to as many votes as equal the number of his or her shares of stock multiplied by the number of directors to be elected, and that the holder of stock may cast all of his or her votes for a single director or may distribute them among the number to be voted for or any two or more of them, as the holder of stock may see fit. To exercise the right of cumulative voting, one or more of the stockholders requesting cumulative voting must give written notice to the president or secretary of the corporation that the stockholder desires that the voting for the election of directors be cumulative.
2. The notice must be delivered not less than 48 hours before the time fixed for holding the meeting, if notice of the meeting has been delivered at least 10 days before the date of the meeting, and otherwise not less than 24 hours before the meeting. At the meeting, before the commencement of voting for the election of directors, an announcement of the delivery of the notice must be made by the chair or the secretary of the meeting or by or on behalf of the stockholder delivering the notice. Notice to stockholders of the requirement of this subsection must be contained in the notice calling the meeting or in the proxy material accompanying the notice.
[30:177:1925; NCL § 1629]—(NRS A 1969, 101; 1991, 1233; 1993, 963; 2011, 2776)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.375 - Waiver of notice or other communication.

Whenever any notice or other communication is required to be delivered under the provisions of this chapter, a waiver thereof in a signed writing by the person or persons entitled to the notice or communication, whether before or after the time stated therein, shall be deemed equivalent thereto.
[Part 92:177:1925; A 1929, 413; NCL § 1691]—(NRS A 2003, 3098; 2011, 2779)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.378 - Applicability; imposition of stricter requirements; protection of corporation and its stockholders.

1. The provisions of NRS 78.378 to 78.3793, inclusive, apply to any acquisition of a controlling interest in an issuing corporation unless the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.
2. The articles of incorporation, the bylaws or a resolution adopted by the directors of the issuing corporation may impose stricter requirements on the acquisition of a controlling interest in the corporation than the provisions of NRS 78.378 to 78.3793, inclusive.
3. Without limiting the provisions of NRS 78.138 or 78.139, the provisions of NRS 78.378 to 78.3793, inclusive, do not restrict the directors of an issuing corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation or the long-term or short-term interests of the corporation’s stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that issue, grant or deny rights or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power, for the purpose of having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.
(Added to NRS by 1987, 755; A 1989, 877; 1999, 1588; 2003, 3098; 2009, 1680; 2023, 371)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3781 - Definitions.

As used in NRS 78.378 to 78.3793, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.3782 to 78.3788, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1987, 756)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3782 - "Acquiring person" defined.

"Acquiring person" means any person who, individually or in association with others, acquires or offers to acquire, directly or indirectly, a controlling interest in an issuing corporation. The term does not include any person who, in the ordinary course of business and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive, acquires voting shares for the benefit of others, in respect of which the person is not specifically authorized to exercise or direct the exercise of voting rights.
(Added to NRS by 1987, 756)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3783 - "Acquisition" defined.

1. Except as otherwise provided in subsections 2 and 3, "acquisition" means the direct or indirect acquisition of a controlling interest.
2. "Acquisition" does not include any acquisition of shares in good faith, and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive:
(a) By an acquiring person authorized pursuant to NRS 78.378 to 78.3793, inclusive, to exercise voting rights, to the extent that the new acquisition does not result in the acquiring person obtaining a controlling interest greater than that previously authorized; or
(b) Pursuant to:
(1) The laws of descent and distribution;
(2) The enforcement of a judgment;
(3) The satisfaction of a pledge or other security interest; or
(4) A merger, exchange, conversion, domestication or reorganization effected in compliance with the provisions of NRS 78.622, 92A.200 to 92A.240, inclusive, or 92A.270 to which the issuing corporation is a party.
3. "Acquisition" does not include any acquisition of shares listed on a national securities exchange pursuant to a tender offer under section 14(d) of the Securities Exchange Act, 15 U.S.C. § 78n(d), which shares collectively, absent the provisions of NRS 78.378 to 78.3793, inclusive, would be entitled to exercise a majority of the voting power.
(Added to NRS by 1987, 756; A 1991, 1236; 1995, 2099; 2001, 1372, 3199; 2023, 371)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3784 - "Control shares" defined.

"Control shares" means those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person:
1. Acquire in an acquisition or offer to acquire in an acquisition; and
2. Acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person.
(Added to NRS by 1987, 756)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3785 - "Controlling interest" defined.

"Controlling interest" means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of NRS 78.378 to 78.3793, inclusive, to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise:
1. One-fifth or more but less than one-third;
2. One-third or more but less than a majority; or
3. A majority or more,
of all the voting power of the corporation in the election of directors.
(Added to NRS by 1987, 756)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3787 - "Interested stockholder" defined.

"Interested stockholder" means a person who directly or indirectly exercises voting rights in the shares of an issuing corporation and who is:
1. An acquiring person;
2. An officer or a director of the corporation; or
3. An employee of the corporation.
(Added to NRS by 1987, 757; A 1999, 1588)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3788 - "Issuing corporation" defined.

"Issuing corporation" means a corporation, as of any date, which is organized in this State and which:
1. Has 200 or more stockholders of record, at least 100 of whom have had addresses in this State appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding such date; and
2. Does business in this State directly or through an affiliated corporation.
(Added to NRS by 1987, 757; A 1989, 877; 1999, 1588; 2019, 97)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3789 - Delivery of offeror’s statement by acquiring person; contents of statement.

An acquiring person who has made or offered to make an acquisition of a controlling interest in an issuing corporation may deliver an offeror’s statement to the registered office of the corporation. The acquiring person may request in the statement that the directors of the corporation call a special meeting of the stockholders of the corporation, as provided in NRS 78.379. The statement must set forth:
1. A recital that the statement is given pursuant to this section;
2. The name of the acquiring person and of every person associated with him or her in the acquisition;
3. The number of shares in any class of voting securities owned, as of the date of the statement, by the acquiring person and each person with whom he or she is associated, or which the acquiring person intends to acquire;
4. The percentage of the voting securities of the corporation owned, as of the date of the statement, by the acquiring person and each person with whom he or she is associated, or which the acquiring person intends to acquire; and
5. If the acquiring person has not yet acquired the securities of the corporation, a detailed description of:
(a) The terms and conditions of the proposed acquisition; and
(b) The means by which any required consideration, and any indebtedness incurred to consummate the transaction, are to be paid.
(Added to NRS by 1987, 757; A 1993, 966)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.379 - Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.

1. An acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders.
2. If an acquiring person so requests in an offeror’s statement delivered pursuant to NRS 78.3789, and if the acquiring person gives an undertaking to pay the expenses of the meeting, the directors of the corporation shall, within 10 days after delivery of the statement, call a special meeting of the stockholders to determine the voting rights to be accorded the control shares.
3. A notice of any meeting of stockholders at which the question of voting rights is to be determined must be accompanied by:
(a) A complete copy of the offeror’s statement; and
(b) A statement of the board of directors of the corporation setting forth the position of the board with respect to the acquisition or, if it is the case, stating that the board makes no recommendation concerning the matter.
4. A special meeting of stockholders called pursuant to this section:
(a) Must not be held before the expiration of 30 days after the delivery of the offeror’s statement, unless the statement contains a request that the meeting be held sooner.
(b) Must be held within 50 days after the delivery of the statement, unless the acquiring person otherwise agrees in writing that the meeting may be held after that time.
5. If the offeror’s statement does not include a request that a special meeting be called, the question of voting rights must be presented to the next special or annual meeting of the stockholders.
(Added to NRS by 1987, 757)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3791 - Approval of voting rights of acquiring person.

Except as otherwise provided by the articles of incorporation of the issuing corporation, a resolution of the stockholders granting voting rights to the control shares acquired by an acquiring person must be approved by:
1. The holders of a majority of the voting power of the corporation; and
2. If the acquisition would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, the holders of a majority of each class or series affected,
excluding those shares as to which any interested stockholder exercises voting rights.
(Added to NRS by 1987, 758; A 1991, 1236; 1999, 1589; 2001, 1372, 3199; 2003, 3098)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3792 - Redemption of control shares.

1. If so provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, the issuing corporation may call for redemption of not less than all the control shares at the average price paid for the control shares, if:
(a) An offeror’s statement is not delivered with respect to the acquisition as provided in NRS 78.3789 on or before the 10th day after the acquisition of the control shares; or
(b) An offeror’s statement is delivered, but the control shares are not accorded full voting rights by the stockholders.
2. The issuing corporation shall call for redemption within 30 days after the occurrence of the event prescribed in paragraph (a) or (b) of subsection 1, and the shares must be redeemed within 60 days after the call.
(Added to NRS by 1987, 758; A 1989, 877)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.3793 - Rights of dissenting stockholders.

Unless otherwise provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, if the control shares are accorded full voting rights pursuant to NRS 78.378 to 78.3793, inclusive, and the acquiring person has acquired control shares with a majority or more of all the voting power, any stockholder, as that term is defined in NRS 92A.325, other than the acquiring person, whose shares are not voted in favor of authorizing voting rights for the control shares may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive, and obtain payment of the fair value of his or her shares.
(Added to NRS by 1987, 758; A 1989, 877; 1993, 966; 2001, 1373, 3199)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.380 - Amendment of articles before issuance of voting stock.

1. At least two-thirds of the incorporators or of the board of directors of any corporation, if no voting stock of the corporation has been issued, may amend the articles of incorporation of the corporation by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that:
(a) The signers thereof are at least two-thirds of the incorporators or of the board of directors of the corporation, and state the name of the corporation; and
(b) As of the date of the certificate, no voting stock of the corporation has been issued.
2. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section 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.
3. If a certificate specifies a later effective date and if no voting stock of the corporation has been issued, the board of directors may terminate the effectiveness of a certificate by filing a certificate of termination with the Secretary of State that:
(a) Is filed before the effective date specified in the certificate filed with the Secretary of State pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that no voting stock of the corporation has been issued;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by at least two-thirds of the board of directors of the corporation; and
(f) Is accompanied by the fee required pursuant to NRS 78.765.
4. This section does not permit the insertion of any matter not in conformity with this chapter.
[Part 6:177:1925; A 1951, 28]—(NRS A 1959, 686; 1991, 1236; 1993, 966; 1999, 1589; 2001, 1373, 3199; 2003, 3099; 2005, 2184; 2011, 2779)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.385 - Scope of amendments.

1. Any corporation may amend its articles of incorporation in any of the following respects:
(a) By addition to its corporate powers and purposes, or diminution thereof, or both.
(b) By substitution of other powers and purposes, in whole or in part, for those prescribed by its articles of incorporation.
(c) By increasing, decreasing or reclassifying its authorized stock, by changing the number, par value, preferences, or relative, participating, optional or other rights, or the qualifications, limitations or restrictions of such rights, of its shares, or of any class or series of any class thereof whether or not the shares are outstanding at the time of the amendment, or by changing shares with par value, whether or not the shares are outstanding at the time of the amendment, into shares without par value or by changing shares without par value, whether or not the shares are outstanding at the time of the amendment, into shares with par value, either with or without increasing or decreasing the number of shares, and upon such basis as may be set forth in the certificate of amendment.
(d) By changing the name of the corporation.
(e) By making any other change or alteration in its articles of incorporation that may be desired.
2. All such changes or alterations may be effected by one certificate of amendment, but any articles of incorporation so amended, changed or altered may contain only such provisions as it would be lawful and proper to insert in original articles of incorporation pursuant to NRS 78.035 and 78.037, if the original articles were signed and filed at the time of making the amendment.
[Part 7:177:1925; A 1931, 415; 1937, 8; 1949, 158; 1943 NCL § 1606]—(NRS A 1989, 878; 1991, 1237; 1999, 1589; 2003, 3099)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.403 - Restatement of articles.

1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with the Secretary of State a certificate in the manner provided in this section. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 78.380, 78.385 and 78.390, as applicable. An omission permitted by subsection 3 does not constitute an alteration or amendment to the articles for purposes of this section.
2. If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and state that the officer has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles of incorporation as amended to the date of the certificate.
3. The following may be omitted from restated articles:
(a) The names, addresses, signatures and acknowledgments of the incorporators;
(b) The names and addresses of the members of the past and present boards of directors;
(c) The information required pursuant to NRS 77.310; and
(d) The text of any certificate of designation filed pursuant to NRS 78.1955, including any amendments thereto, but only if the existence of each such certificate of designation not withdrawn prior to such restatement is expressly noted within the text of the restated articles. The effectiveness of any such certificate of designation or any amendment thereto is not affected by its omission from restated articles pursuant to this subsection.
4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed subsequent to the restated articles and certified copies of any effective certificates of designation or amendments thereto omitted from the restated articles pursuant to subsection 3.
5. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section 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.
(Added to NRS by 1959, 682; A 1985, 1789; 1989, 977; 1995, 2100; 1997, 704; 2001, 1375, 3199; 2003, 3101; 2003, 20th Special Session, 35; 2005, 2186; 2007, 2648; 2011, 2781; 2023, 373)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.411 - Definitions.

As used in NRS 78.411 to 78.444, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.412 to 78.431, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1991, 1200; A 2011, 2782; 2021, 1511)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.413 - "Associate" defined.

"Associate," when used to indicate a relationship with any person, means:
1. Any corporation or organization of which that person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of voting shares;
2. Any trust or other estate in which that person has a substantial beneficial interest or as to which that person serves as trustee or in a similar fiduciary capacity; and
3. Any relative or spouse of that person, or any relative of the spouse, who has a common principal residence with that person.
(Added to NRS by 1991, 1200; A 2011, 2782)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.414 - "Beneficial owner" defined.

"Beneficial owner," when used with respect to any shares, means a person that:
1. Individually or with or through any of its affiliates or associates, possesses:
(a) Voting power over the shares, including, without limitation, the power to vote, or to direct the voting of, the shares; or
(b) Investment power over the shares, including, without limitation, the power to dispose, or to direct the disposition, of the shares,
under any agreement, arrangement or understanding, whether or not in writing, but a person is not considered the beneficial owner of any shares under this subsection if the power to vote, or to direct the voting of, the shares arises solely from a revocable proxy or consent given in response to a solicitation made in accordance with the applicable regulations under the Securities Exchange Act and is not then reportable on a Schedule 13D under the Securities Exchange Act or any comparable or successor report;
2. Individually or with or through any of its affiliates or associates, has the right to acquire the shares, whether the right is exercisable immediately or only after the passage of time, under any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of rights to convert or exchange, warrants or options, or otherwise, but a person is not considered the beneficial owner of shares tendered under an offer for a tender or exchange made by the person or any of the person’s affiliates or associates until the tendered shares are accepted for purchase or exchange; or
3. Has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting under a revocable proxy or consent as described in subsection 1, or disposing of the shares with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the shares.
(Added to NRS by 1991, 1200; A 2011, 2782)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.418 - "Control," "controlling," "controlled by" and "under common control with" defined; presumption of control.

1. Except as otherwise provided in subsection 2:
(a) "Control," used alone or in the terms "controlling," "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
(b) A person’s beneficial ownership of 10 percent or more of the voting power of a corporation’s outstanding voting shares creates a presumption that the person has control of the corporation:
(1) In the absence of proof by a preponderance of the evidence to the contrary; or
(2) Unless any other stockholder of the corporation, other than an affiliate or associate of the person, is the beneficial owner of an equal or greater percentage of the voting power of the corporation’s outstanding voting shares.
2. A person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of circumventing the provisions of this chapter, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation.
(Added to NRS by 1991, 1202; A 2011, 2784)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.422 - "Date of consummation" defined.

"Date of consummation," with respect to any combination, means the date of the consummation of the combination or, in the case of a combination as to which a vote of stockholders is taken, the later of:
1. The business day before the vote; or
2. Twenty days before the date of consummation of the combination.
(Added to NRS by 1991, 1202)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.423 - "Interested stockholder" defined.

1. "Interested stockholder," when used in reference to any resident domestic corporation, means any person, other than the resident domestic corporation or any subsidiary of the resident domestic corporation, who is:
(a) The beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the outstanding voting shares of the resident domestic corporation; or
(b) An affiliate or associate of the resident domestic corporation and at any time within 2 years immediately before the date in question was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding shares of the resident domestic corporation.
2. To determine whether a person is an interested stockholder, the number of voting shares of the resident domestic corporation considered to be outstanding includes shares considered to be beneficially owned by that person through the application of NRS 78.414, but does not include any other unissued shares of a class of voting shares of the resident domestic corporation which may be issuable to any person, other than the interested stockholder and its affiliates and associates, under any agreement, arrangement or understanding, or upon exercise of rights to convert, warrants or options, or otherwise.
(Added to NRS by 1991, 1202; A 1993, 968; 2011, 2784)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.424 - "Market value" defined.

"Market value," when used in reference to the shares or property of any resident domestic corporation, means:
1. In the case of shares, the highest closing sale price of a share during the 30 calendar days immediately preceding the date in question on the principal United States securities exchange registered under the Securities Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the fair market value on the date in question of a share as determined by the board of directors of the resident domestic corporation in good faith.
2. In the case of property other than cash or shares, the fair market value of the property on the date in question as determined by the board of directors of the resident domestic corporation in good faith.
(Added to NRS by 1991, 1203; A 2009, 1681; 2011, 2785)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.426 - "Preferred shares" defined.

"Preferred shares" means any class or series of shares of a resident domestic corporation that under the articles of incorporation of the resident domestic corporation:
1. Is entitled to receive payment of dividends before any payment of dividends on some other class or series of shares; or
2. Is entitled in the event of any voluntary liquidation, dissolution or winding up of the corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares.
(Added to NRS by 1991, 1203; A 2011, 2785)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.427 - "Resident domestic corporation" defined.

1. "Resident domestic corporation" is limited to a domestic corporation that has 200 or more stockholders of record.
2. A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occurring or actions taken while the resident domestic corporation is subject to NRS 78.411 to 78.444, inclusive.
(Added to NRS by 1991, 1203; A 1999, 1591)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.429 - "Share" defined.

"Share" means:
1. Any share of stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting-trust certificate, or any certificate of deposit for a share, in each case representing, directly or indirectly, equity ownership; and
2. Any security convertible, with or without consideration, into shares, or any warrant, call or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares.
(Added to NRS by 1991, 1203; A 2011, 2785)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.433 - Applicability: Generally; protection of corporation and its stockholders.

1. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation:
(a) Which was not, as of the date that the person first becomes an interested stockholder, a publicly traded corporation, unless the corporation’s articles of incorporation provide otherwise.
(b) Whose articles of incorporation have been amended to provide that the resident domestic corporation is subject to NRS 78.411 to 78.444, inclusive, and which was not a publicly traded corporation on the effective date of the amendment, if the combination is with a person who first became an interested stockholder before the effective date of the amendment.
(c) With an interested stockholder of the resident domestic corporation after the expiration of 4 years after the person first became an interested stockholder.
2. The articles of incorporation of a resident domestic corporation may impose on combinations of the resident domestic corporation stricter requirements than the requirements of NRS 78.411 to 78.444, inclusive.
3. Without limiting the provisions of NRS 78.138 or 78.139, the provisions of NRS 78.411 to 78.444, inclusive, do not restrict the directors of a resident domestic corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation or the long-term or short-term interests of the corporation’s stockholders, including, without limitation, adopting or signing plans, arrangements or instruments that issue, grant or deny rights or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power, for the purpose or having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.
(Added to NRS by 1991, 1206; A 2003, 3101; 2011, 2786; 2015, 3230; 2023, 374)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.434 - Applicability: Election not to be governed by provisions.

NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation:
1. Whose original articles of incorporation contain a provision expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, unless the articles of incorporation are subsequently amended to provide that the corporation is subject to NRS 78.411 to 78.444, inclusive;
2. Whose articles of incorporation have been amended pursuant to subsection 1 and the combination is with a person who first became an interested stockholder before the effective date of the amendment;
3. Which, within 30 days after October 1, 1991, adopts an amendment to its bylaws expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, which may be rescinded by subsequent amendment of the bylaws;
4. Which adopts an amendment to its articles of incorporation, approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the resident domestic corporation not beneficially owned by interested stockholders or their affiliates and associates, expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, but the amendment to the articles of incorporation is not effective until 18 months after the vote of the resident domestic corporation’s stockholders and does not apply to any combination of the resident domestic corporation with a person who first became an interested stockholder on or before the effective date of the amendment; or
5. Whose articles of incorporation were amended to contain a provision expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, before the date the corporation first became a resident domestic corporation.
(Added to NRS by 1991, 1206; A 2003, 3102; 2011, 2786)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.436 - Applicability: Combination with inadvertent interested stockholder.

NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation with an interested stockholder of the resident domestic corporation who became an interested stockholder inadvertently, if the interested stockholder:
1. As soon as practicable and before the date of consummation with respect to the combination, divests a sufficient amount of the voting power of the corporation so that the interested stockholder no longer is the beneficial owner, directly or indirectly, of 10 percent or more of the outstanding voting power of the resident domestic corporation; and
2. Would not at any time within 12 months preceding the date of announcement with respect to the combination have been an interested stockholder but for the inadvertent acquisition.
(Added to NRS by 1991, 1207; A 1993, 968; 2011, 2787)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.437 - Applicability: Combination with interested stockholder as of certain date.

NRS 78.411 to 78.444, inclusive, do not apply to any combination with an interested stockholder who:
1. Was an interested stockholder on January 1, 1991; or
2. First became an interested stockholder on the date that the resident domestic corporation first became a resident domestic corporation solely as a result of the corporation becoming a resident domestic corporation.
(Added to NRS by 1991, 1207; A 2003, 3102; 2009, 1682)
2023 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)
2023 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 78.441 to 78.444, inclusive.
(Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103; 2011, 2787; 2015, 3231; 2023, 374)
2023 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)
2023 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)
2023 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)
2023 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)