Nevada § 78.010 - Definitions; construction

§ 78.010. Definitions; construction

1. As used in this chapter: (a) “ Approval ” and “ vote ” as describing action by the directors or stockholders mean the vote of directors

in person or by written consent or of stockholders in person, by proxy or by written

consent. (b) “ Articles ,” “ articles of incorporation ” and “ certificate of incorporation ” are synonymous terms and, unless the context otherwise requires, include all certificates

filed pursuant to NRS 78.030 , 78.180 , 78.185 , 78.1955 , 78.209 , 78.380 , 78.385 , 78.390 , 78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant

to NRS 92A.200 to 92A.240 , inclusive, or 92A.270 . Unless the context otherwise requires, these terms include restated articles and

certificates of incorporation. (c) “ Directors ” and “ trustees ” are synonymous terms. (d) “ Entity ” means a foreign or domestic: (1) Corporation, whether or not for profit; (2) Limited-liability company; (3) Limited partnership; or (4) Business trust. (e) “ 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.S.C. § 77r(b)(1)(A) or (B) , as amended; or (2) Traded in an organized market and that has at least 2,000 stockholders and a market

value of at least $20,000,000, exclusive of the value of such shares held by the corporation's

subsidiaries, senior executives, directors and beneficial stockholders owning more

than 10 percent of such shares. (f) “ Principal office ” means the office, in or out of this State, where the principal executive offices

of a domestic or foreign corporation are located. (g) “ Receiver ” includes receivers and trustees appointed by a court as provided in this chapter

or in chapter 32 of NRS. (h) “ Registered agent ” has the meaning ascribed to it in NRS 77.230 . (i) “ Registered office ” means the office maintained at the street address of the registered agent. (j) “ Securities Exchange Act ” means the Act of Congress known as the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78a et seq. (k) “ Stockholder of record ” means a person whose name appears on the stock ledger of the corporation as the

owner of record of shares of any class or series of the stock of the corporation. The term does not include a beneficial owner of shares who is not simultaneously

the owner of record of such shares as indicated in the stock ledger. (l) “ Voting shares ” means shares of stock of a corporation entitled to vote generally in the election

of directors. 2. General terms and powers given in this chapter are not restricted by the use of

special terms, or by any grant of special powers contained in this chapter.