Nevada § 78.433 - Applicability: Generally; protection of corporation and its stockholders

§ 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.