Nevada § 78.2055 - Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders

§ 78.2055. Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders

1. Unless otherwise provided in the articles of incorporation, a corporation that

desires to decrease the number of issued and outstanding shares of a class or series

held by each stockholder of record at the effective date and time of the change without

correspondingly decreasing the number of authorized shares of the same class or series

may do so if: (a) The board of directors adopts a resolution setting forth the proposal to decrease

the number of issued and outstanding shares of a class or series; and (b) If the corporation is: (1) A publicly traded corporation, the proposal is approved by the stockholders of

the affected class or series, regardless of limitations or restrictions on the voting

power of the affected class or series; or (2) Not a publicly traded corporation, the proposal is approved by the vote of stockholders

holding a majority of the voting power of the affected class or series, or such greater

proportion as may be provided in the articles of incorporation, regardless of limitations

or restrictions on the voting power of the affected class or series. 2. If the proposal required by subsection 1 is approved by the stockholders entitled

to vote, the corporation may reissue its stock in accordance with the proposal after

the effective date and time of the change. 3. Except as otherwise provided in this subsection, if a proposed decrease in the

number of issued and outstanding shares of any class or series would adversely alter

or change any preference, or any relative or other right given to any other class

or series of outstanding shares, then the decrease must be approved by the vote, in

addition to any vote otherwise required, of the holders of shares representing a majority

of the voting power of each class or series whose preference or rights are adversely

affected by the decrease, or such greater proportion as may be provided in the articles

of incorporation, regardless of limitations or restrictions on the voting power of

the adversely affected class or series. The decrease does not have to be approved by the vote of the holders of shares representing

a majority of the voting power of each class or series whose preference or rights

are adversely affected by the decrease if the articles of incorporation specifically

deny the right to vote on such a decrease. 4. If any proposed corporate action pursuant to this section would result in only

money being paid or scrip being issued to stockholders who: (a) Before the decrease in the number of shares becomes effective, in the aggregate

hold 1 percent or more of the outstanding shares of the affected class or series;

and (b) Would otherwise be entitled to receive a fraction of a share in exchange for the

cancellation of all their outstanding shares, any stockholder who is obligated, as a result of the corporate action taken pursuant

to this section, to accept money or scrip rather than receive a fraction of a share

in exchange for the cancellation of all the stockholder's outstanding shares, may

dissent in accordance with the provisions of NRS 92A.300 to 92A.500 , inclusive, and obtain payment of the fair value of the fraction of a share to which

the stockholder would otherwise be entitled.