78.439 - Authorized combinations: General requirements. - Nevada Statutes

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 3 years after the person first became an interested stockholder other than a combination meeting all of the requirements of the articles of incorporation of the resident domestic corporation and either the requirements specified in subsection 1, 2 or 3 or all of the requirements specified in NRS 78.441 to 78.444, inclusive:

      1.  A combination approved by the board of directors of the resident domestic corporation before the date that the person first became an interested stockholder.

      2.  A combination with an interested stockholder if the transaction by which the person became an interested stockholder was approved by the board of directors of the resident domestic corporation before the person became an interested stockholder.

      3.  A combination approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power not beneficially owned by the interested stockholder proposing the combination, or any affiliate or associate of the interested stockholder proposing the combination, at a meeting called for that purpose no earlier than 3 years after the date that the person first became an interested stockholder.

      (Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103)