Nevada § 78.442 - Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares

§ 78.442. Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares

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 , 78.443 and 78.444 are satisfied and the aggregate amount of the cash and the market value, as of the

date of consummation, of consideration other than cash to be received per share by

all of the holders of outstanding shares of any class or series of shares, other than

common shares, of the resident domestic corporation not beneficially owned by the

interested stockholder immediately before that date is at least equal to the highest

of the following, whether or not the interested stockholder has previously acquired

any shares of the class or series of shares: 1. The highest price per share paid by the interested stockholder, at a time when

the interested stockholder was the beneficial owner, directly or indirectly, of 5

percent or more of the outstanding voting shares of the corporation, for any shares

of that class or series of shares acquired by the interested stockholder within 2

years immediately before the date of announcement with respect to the combination

or within 2 years immediately before, or in, the transaction in which the person became

an interested stockholder, whichever is higher, plus, in either case, interest compounded

annually from the earliest date on which the highest price per share was paid through

the date of consummation at the rate for one-year obligations of the United States

Treasury in effect on that earliest date, less the aggregate amount of any dividends

paid in cash and the market value of any dividends paid other than in cash, per share

of the class or series of shares since that earliest date. 2. The amount specified in the articles of incorporation of the resident domestic

corporation, including in any certificate of designation for the class or series,

to which the holders of shares of the class or series of shares are entitled upon

the consummation of a transaction of a type encompassing the combination, determined

as if the transaction had been consummated on the date of consummation with respect

to the combination or on the date that the interested stockholder first became an

interested stockholder, whichever is higher or, if the articles of incorporation,

including any certificate of designation, do not so provide, the highest preferential

amount per share to which the holders of shares of the class or series of shares are

entitled in the event of any voluntary liquidation, dissolution or winding up of the

resident domestic corporation, plus the aggregate amount of any dividends declared

or due to which the holders are entitled before payment of the dividends on some other

class or series of shares, unless the aggregate amount of the dividends is included

in the preferential amount. 3. The market value per share of the class or series of shares on the date of announcement

with respect to the combination or on the date that the person first became an interested

stockholder, whichever is higher, plus interest compounded annually from that date

through the date of consummation at the rate for one-year obligations of the United

States Treasury in effect on that date, less the aggregate amount of any dividends

paid in cash and the market value of any dividends paid other than in cash, per share

of the class or series of shares since that date.