78A.160 - Option of stockholder to dissolve corporation: Inclusion in certificate of incorporation; exercise of option; notice on stock certificate. - Nevada Statutes

78A.160  Option of stockholder to dissolve corporation: Inclusion in certificate of incorporation; exercise of option; notice on stock certificate.

      1.  The certificate of incorporation of any close corporation may include a provision granting to any stockholder or to the holder of any specified number or percentage of shares of any class of stock an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any option to dissolve is exercised, the stockholders who exercise the option shall give written notice thereof to all other stockholders. Thirty days after the notice is sent, the dissolution of the corporation must proceed as if the required number of stockholders having voting power consented in writing to dissolution of the corporation as provided by NRS 78.320.

      2.  If the certificate of incorporation as originally filed does not contain a provision authorized by subsection 1, the certificate may be amended to include such a provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or not otherwise entitled to vote, unless the certificate of incorporation specifically authorizes such an amendment by a vote which is not less than two-thirds of all the outstanding stock, whether or not otherwise entitled to vote.

      3.  Each stock certificate in any corporation whose certificate of incorporation authorizes dissolution as permitted by this section must conspicuously note on the face of the certificate the existence of the provision or the provision is ineffective.

      (Added to NRS by 1989, 947)