Nevada § 78.444 - Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder

§ 78.444. Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder

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 78.441 , 78.442 and 78.443 are satisfied and, after the date that such person first became an interested stockholder

and before the date of consummation with respect to the combination, the interested

stockholder has not become the beneficial owner of any additional voting shares of

the resident domestic corporation except: 1. As part of the transaction that resulted in the person becoming an interested stockholder; 2. By virtue of any transaction or series of transactions not constituting a combination; 3. Through a combination meeting the requirements of NRS 78.439 ; or 4. Through a purchase at any price that, if the price had been paid in an otherwise

permissible combination whose date of announcement and date of consummation were the

date of the purchase, would have satisfied the requirements of NRS 78.441 , 78.442 and 78.443 .