Nevada § 78.196 - Required and authorized classes or series of stock; shares called for redemption

§ 78.196. Required and authorized classes or series of stock; shares called for redemption

1. Each corporation must have: (a) One or more classes or series of shares that together have unlimited voting rights;

and (b) One or more classes or series of shares that together are entitled to receive

the net assets of the corporation upon dissolution. If the articles of incorporation provide for only one class of stock, that class of

stock has unlimited voting rights and is entitled to receive the net assets of the

corporation upon dissolution. 2. The articles of incorporation, or a certificate of designation approved pursuant

to a resolution of the board of directors and filed pursuant to subsection 1 of NRS 78.1955 , may authorize one or more classes or series of stock that: (a) Have special, conditional or limited voting powers, or no right to vote, except

to the extent otherwise provided by this title; (b) Are redeemable or convertible: (1) At the option of the corporation, the stockholders or another person, or upon

the occurrence of a designated event; (2) For cash, indebtedness, securities or other property; or (3) In a designated amount or in an amount determined in accordance with a designated

formula or by reference to extrinsic data or events; (c) Entitle the stockholders to distributions calculated in any manner, including

dividends that may be cumulative, noncumulative or partially cumulative; (d) Have preference over any other class or series of shares with respect to distributions,

including dividends and distributions upon the dissolution of the corporation; (e) Have par value; or (f) Have powers, designations, preferences, limitations, restrictions and relative

rights dependent upon any fact or event which may be ascertained outside of the articles

of incorporation or the certificate of designation if the manner in which the fact

or event may operate on such class or series of stock is stated in the articles of

incorporation or the certificate of designation. As used in this paragraph, “ fact or event ” includes, without limitation, the existence of a fact or occurrence of an event,

including, without limitation, a determination or action by a person, the corporation

itself or any government, governmental agency or political subdivision of a government. 3. Unless otherwise provided in the articles of incorporation, or in a certificate

of designation filed pursuant to subsection 1 of NRS 78.1955 , establishing a class or series of stock, shares which are subject to redemption

and which have been called for redemption are not deemed to be outstanding shares

for purposes of voting or determining the total number of shares entitled to vote

on a matter on and after the date on which: (a) Written notice of redemption has been sent to the holders of such shares; and (b) A sum sufficient to redeem the shares has been irrevocably deposited or set aside

to pay the redemption price to the holders of the shares upon surrender of any certificates. 4. The description of voting powers, designations, preferences, limitations, restrictions

and relative rights of the classes or series of shares contained in this section is

not exclusive.