NRS78.439. Authorized combinations: General requirements.

  A resident domestic corporation may not engage in any combination with an interested stockholder of the resident domestic corporation after the expiration of 2 years after the person first became an interested stockholder other than a combination meeting all of the requirements of the articles of incorporation of the resident domestic corporation and either the requirements specified in subsection 1, 2 or 3 or all of the requirements specified in NRS 78.441 to 78.444, inclusive:

      1.  The combination was approved by the board of directors of the resident domestic corporation before such person first became an interested stockholder.

      2.  The transaction by which the person first became an interested stockholder was approved by the board of directors of the resident domestic corporation before the person first became an interested stockholder.

      3.  The combination is approved at an annual or special meeting of the stockholders of the resident domestic corporation held no earlier than 2 years after the date that the person first became an interested stockholder, and not by written consent, 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 the interested stockholder or any affiliate or associate of the interested stockholder.

      (Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103; 2011, 2787)