Nevada § 78.434 - Applicability: Election not to be governed by provisions

§ 78.434. Applicability: Election not to be governed by provisions

NRS 78.411 to 78.444 , inclusive, do not apply to any combination of a resident domestic corporation: 1. Whose original articles of incorporation contain a provision expressly electing

not to be governed by NRS 78.411 to 78.444 , inclusive, unless the articles of incorporation are subsequently amended to provide

that the corporation is subject to NRS 78.411 to 78.444 , inclusive; 2. Whose articles of incorporation have been amended pursuant to subsection 1 and

the combination is with a person who first became an interested stockholder before

the effective date of the amendment; 3. Which, within 30 days after October 1, 1991, adopts an amendment to its bylaws

expressly electing not to be governed by NRS 78.411 to 78.444 , inclusive, which may be rescinded by subsequent amendment of the bylaws; 4. Which adopts an amendment to its articles of incorporation, approved by the affirmative

vote of the holders of stock representing a majority of the outstanding voting power

of the resident domestic corporation not beneficially owned by interested stockholders

or their affiliates and associates, expressly electing not to be governed by NRS 78.411 to 78.444 , inclusive, but the amendment to the articles of incorporation is not effective until

18 months after the vote of the resident domestic corporation's stockholders and does

not apply to any combination of the resident domestic corporation with a person who

first became an interested stockholder on or before the effective date of the amendment;

or 5. Whose articles of incorporation were amended to contain a provision expressly electing

not to be governed by NRS 78.411 to 78.444 , inclusive, before the date the corporation first became a resident domestic corporation.