Nevada Revised Statutes 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:
Terms Used In Nevada Revised Statutes 78.444
- 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.
- 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
- Voting shares: means shares of stock of a corporation entitled to vote generally in the election of directors. See Nevada Revised Statutes 78.010
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.