Nevada § 78.441 - Authorized combinations: Consideration to be received by disinterested holders of common shares

§ 78.441. Authorized combinations: Consideration to be received by disinterested holders of common shares

As an alternative to a combination satisfying the requirements of subsection 1 or

2 of NRS 78.439 , a combination with an interested stockholder of the resident domestic corporation

engaged in more than 2 years after the date that the person first became an interested

stockholder is permissible if the requirements of NRS 78.442 , 78.443 and 78.444 are satisfied and the aggregate amount of the cash and the market value, as of the

date of consummation, of consideration other than cash to be received per share by

all of the holders of outstanding common shares of the resident domestic corporation

not beneficially owned by such interested stockholder immediately before that date

is at least equal to the higher of the following: 1. The highest price per share paid by the interested stockholder, at a time when

the interested stockholder was the beneficial owner, directly or indirectly, of 5

percent or more of the outstanding voting shares of the corporation, for any common

shares of the same class or series acquired by the interested stockholder within 2

years immediately before the date of announcement with respect to the combination

or within 2 years immediately before, or in, the transaction in which the person became

an interested stockholder, whichever is higher, plus, in either case, interest compounded

annually from the earliest date on which the highest price per share was paid through

the date of consummation at the rate for one-year obligations of the United States

Treasury in effect on that earliest date, less the aggregate amount of any dividends

paid in cash and the market value of any dividends paid other than in cash, per common

share since that earliest date. 2. The market value per common share on the date of announcement with respect to the

combination or on the date that the person first became an interested stockholder,

whichever is higher, plus interest compounded annually from that date through the

date of consummation at the rate for one-year obligations of the United States Treasury

in effect on that date, less the aggregate amount of any dividends paid in cash and

the market value of any dividends paid other than in cash, per common share since

that date.