§ 78.411 Definitions
§ 78.412 ‘Affiliate’ defined
§ 78.413 ‘Associate’ defined
§ 78.414 ‘Beneficial owner’ defined
§ 78.416 ‘Combination’ defined
§ 78.417 ‘Common shares’ defined
§ 78.418 ‘Control,’ ‘controlling,’ ‘controlled by’ and ‘under common control with’ defined; presumption of control
§ 78.421 ‘Date of announcement’ defined
§ 78.422 ‘Date of consummation’ defined
§ 78.423 ‘Interested stockholder’ defined
§ 78.424 ‘Market value’ defined
§ 78.426 ‘Preferred shares’ defined
§ 78.4265 ‘Publicly traded corporation’ defined. [Repealed.]
§ 78.427 ‘Resident domestic corporation’ defined
§ 78.428 ‘Securities Exchange Act’ defined. [Repealed.]
§ 78.429 ‘Share’ defined
§ 78.431 ‘Subsidiary’ defined
§ 78.432 ‘Voting shares’ defined. [Repealed.]
§ 78.433 Applicability: Generally
§ 78.434 Applicability: Election not to be governed by provisions
§ 78.436 Applicability: Combination with inadvertent interested stockholder
§ 78.437 Applicability: Combination with interested stockholder as of certain date
§ 78.438 Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal
§ 78.439 Authorized combinations: General requirements
§ 78.441 Authorized combinations: Consideration to be received by disinterested holders of common shares
§ 78.442 Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares
§ 78.443 Authorized combinations: Required form and distribution of consideration
§ 78.444 Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder

Terms Used In Nevada Revised Statutes > Chapter 78 > Combinations With Interested Stockholders

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Amortization: Paying off a loan by regular installments.
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Arrest: Taking physical custody of a person by lawful authority.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
  • 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
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • county: includes Carson City. See Nevada Revised Statutes 0.033
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Dependent: A person dependent for support upon another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • Distributed generation system: has the meaning ascribed to it in NRS 701B. See Nevada Revised Statutes 701B.003
  • Division: means the Division of Parole and Probation of the Department of Public Safety. See Nevada Revised Statutes 176.002
  • Donor: The person who makes a gift.
  • Entity: means a foreign or domestic:

    (1) Corporation, whether or not for profit;

    (2) Limited-liability company;

    (3) Limited partnership; or

    (4) Business trust. See Nevada Revised Statutes 78.010

  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Ex officio: Literally, by virtue of one's office.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • installed cost: means the actual, documented cost of tangible materials and labor for the installation of a solar energy system, distributed generation system, wind energy system or waterpower energy system. See Nevada Revised Statutes 701B.003
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Irrevocable trust: A trust arrangement that cannot be revoked, rescinded, or repealed by the grantor.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Marital deduction: The deduction(s) that can be taken in the determination of gift and estate tax liabilities because of the existence of a marriage or marital relationship.
  • Medical services: means the furnishing or providing of any or all of the following:

    (a) Medical or surgical services, in or out of a hospital, by a physician licensed to practice under the laws of Nevada. See Nevada Revised Statutes 695B.030

  • 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.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
  • Personal property: All property that is not real property.
  • physician: means a person who engages in the practice of medicine, including osteopathy and homeopathy. See Nevada Revised Statutes 0.040
  • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
  • population: means the number of people in a specified area as determined by the last preceding national decennial census conducted by the Bureau of the Census of the United States Department of Commerce pursuant to Section 2 of Article I of the Constitution of the United States and reported by the Secretary of Commerce to the Governor pursuant to 13 U. See Nevada Revised Statutes 0.050
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • Publicly traded corporation: means a domestic corporation that has a class or series of voting shares which is:

    (1) A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15 U. See Nevada Revised Statutes 78.010

  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Securities Exchange Act: means the Act of Congress known as the Securities Exchange Act of 1934, as amended, 15 U. See Nevada Revised Statutes 78.010
  • 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.
  • Solar energy system: has the meaning ascribed to it in NRS 701B. See Nevada Revised Statutes 701B.003
  • Statute: A law passed by a legislature.
  • Subpoena: A command to a witness to appear and give testimony.
  • substantial bodily harm: means :

    1. See Nevada Revised Statutes 0.060

  • Trust account: A general term that covers all types of accounts in a trust department, such as estates, guardianships, and agencies. Source: OCC
  • Trustee: A person or institution holding and administering property in trust.
  • Voting shares: means shares of stock of a corporation entitled to vote generally in the election of directors. See Nevada Revised Statutes 78.010
  • Wind energy system: has the meaning ascribed to it in NRS 701B. See Nevada Revised Statutes 701B.003