Nevada § 92A.380 - Right of stockholder to dissent from certain corporate actions and to obtain payment for shares

§ 92A.380. Right of stockholder to dissent from certain corporate actions and to obtain payment for shares

1. Except as otherwise provided in NRS 92A.370 and 92A.390 and subject to the limitation in paragraph (f), any stockholder is entitled to dissent

from, and obtain payment of the fair value of the stockholder's shares in the event

of any of the following corporate actions: (a) Consummation of a plan of merger to which the domestic corporation is a constituent

entity: (1) If approval by the stockholders is required for the merger by NRS 92A.120 to 92A.160 , inclusive, or the articles of incorporation, regardless of whether the stockholder

is entitled to vote on the plan of merger; (2) If the domestic corporation is a subsidiary and is merged with its parent pursuant

to NRS 92A.180 ; or (3) If the domestic corporation is a constituent entity in a merger pursuant to NRS 92A.133 . (b) Consummation of a plan of conversion to which the domestic corporation is a constituent

entity as the corporation whose subject owner's interests will be converted. (c) Consummation of a plan of exchange to which the domestic corporation is a constituent

entity as the corporation whose subject owner's interests will be acquired, if the

stockholder's shares are to be acquired in the plan of exchange. (d) Any corporate action taken pursuant to a vote of the stockholders to the extent

that the articles of incorporation, bylaws or a resolution of the board of directors

provides that voting or nonvoting stockholders are entitled to dissent and obtain

payment for their shares. (e) Accordance of full voting rights to control shares, as defined in NRS 78.3784 , only to the extent provided for pursuant to NRS 78.3793 . (f) Any corporate action not described in this subsection pursuant to which the stockholder

would be obligated, as a result of the corporate action, to accept money or scrip

rather than receive a fraction of a share in exchange for the cancellation of all

the stockholder's outstanding shares, except where the stockholder would not be entitled

to receive such payment pursuant to NRS 78.205 , 78.2055 or 78.207 . A dissent pursuant to this paragraph applies only to the fraction of a share, and

the stockholder is entitled only to obtain payment of the fair value of the fraction

of a share. 2. A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500 , inclusive, must not challenge the corporate action creating the entitlement unless

the action is unlawful or constitutes or is the result of actual fraud against the

stockholder or the domestic corporation. 3. Subject to the limitations in this subsection, from and after the effective date

of any corporate action described in subsection 1, no stockholder who has exercised

the right to dissent pursuant to NRS 92A.300 to 92A.500 , inclusive, is entitled to vote his or her shares for any purpose or to receive payment

of dividends or any other distributions on shares. This subsection does not apply to dividends or other distributions payable to stockholders

on a date before the effective date of any corporate action from which the stockholder

has dissented. If a stockholder exercises the right to dissent with respect to a corporate action

described in paragraph (f) of subsection 1, the restrictions of this subsection apply

only to the shares to be converted into a fraction of a share and the dividends and

distributions to those shares.