Nevada § 78.416 - “Combination” defined

§ 78.416. “Combination” defined

“ Combination ,” when used in reference to any resident domestic corporation and any interested

stockholder of the resident domestic corporation, means any of the following: 1. Any merger or consolidation of the resident domestic corporation or any subsidiary

of the resident domestic corporation with: (a) The interested stockholder; or (b) Any other entity, whether or not itself an interested stockholder of the resident

domestic corporation, which is, or after and as a result of the merger or consolidation

would be, an affiliate or associate of the interested stockholder. 2. Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in

one transaction or a series of transactions, to or with the interested stockholder

or any affiliate or associate of the interested stockholder of assets of the resident

domestic corporation or any subsidiary of the resident domestic corporation: (a) Having an aggregate market value equal to more than 5 percent of the aggregate

market value of all the assets, determined on a consolidated basis, of the resident

domestic corporation; (b) Having an aggregate market value equal to more than 5 percent of the aggregate

market value of all the outstanding voting shares of the resident domestic corporation;

or (c) Representing more than 10 percent of the earning power or net income, determined

on a consolidated basis, of the resident domestic corporation. 3. The issuance or transfer by the resident domestic corporation or any subsidiary

of the resident domestic corporation, in one transaction or a series of transactions,

of any shares of the resident domestic corporation or any subsidiary of the resident

domestic corporation that have an aggregate market value equal to 5 percent or more

of the aggregate market value of all the outstanding voting shares of the resident

domestic corporation to the interested stockholder or any affiliate or associate of

the interested stockholder except under the exercise of warrants or rights to purchase

shares offered, or a dividend or distribution paid or made, pro rata to all stockholders

of the resident domestic corporation. 4. The adoption of any plan or proposal for the liquidation or dissolution of the

resident domestic corporation under any agreement, arrangement or understanding, whether

or not in writing, with the interested stockholder or any affiliate or associate of

the interested stockholder. 5. Except for any transaction or series of transactions that would not constitute

a combination pursuant to subsection 3, any: (a) Reclassification of securities, including, without limitation, any splitting of

shares, share dividend, or other distribution of shares with respect to other shares,

or any issuance of new shares in exchange for a proportionately greater number of

old shares; (b) Recapitalization of the resident domestic corporation; (c) Merger or consolidation of the resident domestic corporation with any subsidiary

of the resident domestic corporation; or (d) Other transaction, whether or not with or into or otherwise involving the interested

stockholder, under any agreement, arrangement or understanding, whether or not in writing, with

the interested stockholder or any affiliate or associate of the interested stockholder,

which has the immediate and proximate effect of increasing the proportionate share

of the outstanding shares of any class or series of voting shares or securities convertible

into voting shares of the resident domestic corporation or any subsidiary of the resident

domestic corporation which is beneficially owned by the interested stockholder or

any affiliate or associate of the interested stockholder, except as a result of immaterial

changes because of adjustments of fractional shares. 6. Any receipt by the interested stockholder or any affiliate or associate of the

interested stockholder of the benefit, directly or indirectly, except proportionately

as a stockholder of the resident domestic corporation, of any loan, advance, guarantee,

pledge or other financial assistance or any tax credit or other tax advantage provided

by or through the resident domestic corporation.