Nevada § 78.438 - Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal

§ 78.438. Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal

1. Except as otherwise provided in NRS 78.433 to 78.437 , inclusive, a resident domestic corporation may not engage in any combination with

any interested stockholder of the resident domestic corporation for 2 years after

the date that the person first became an interested stockholder unless the combination

meets all of the requirements of the articles of incorporation of the resident domestic

corporation and: (a) The combination or the transaction by which the person first became an interested

stockholder is approved by the board of directors of the resident domestic corporation

before the person first became an interested stockholder; or (b) The combination is approved by the board of directors of the resident domestic

corporation and, at or after that time, the combination is approved at an annual or

special meeting of the stockholders of the resident domestic corporation, and not

by written consent, by the affirmative vote of the holders of stock representing at

least 60 percent of the outstanding voting power of the resident domestic corporation

not beneficially owned by the interested stockholder or the affiliates or associates

of the interested stockholder. 2. If a proposal in good faith regarding a combination is made in writing to the board

of directors of the resident domestic corporation, the board of directors shall respond,

in writing, within 30 days or such shorter period, if any, as may be required by the

Securities Exchange Act, setting forth its reasons for its decision regarding the

proposal. 3. If a proposal in good faith to enter into a transaction by which the person will

become an interested stockholder is made in writing to the board of directors of the

resident domestic corporation, the board of directors, unless it responds affirmatively

in writing within 30 days or such shorter period, if any, as may be required by the

Securities Exchange Act, is considered to have disapproved the transaction.