NRS 78.3783 “Acquisition” defined.

210 words·~1 min read·/nv/chapter-78-private-corporations/78-3783·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

1. Except as otherwise provided in subsections 2 and 3, “acquisition” means the direct or indirect acquisition of a controlling interest.

2. “Acquisition” does not include any acquisition of shares in good faith, and without an intent to avoid the requirements of NRS 78.378 to 78.3793 , inclusive:

(a)By an acquiring person authorized pursuant to NRS 78.378 to 78.3793 , inclusive, to exercise voting rights, to the extent that the new acquisition does not result in the acquiring person obtaining a controlling interest greater than that previously authorized; or

(b)Pursuant to:

(1)The laws of descent and distribution;

(2)The enforcement of a judgment;

(3)The satisfaction of a pledge or other security interest; or

(4)A merger, exchange, conversion, domestication or reorganization effected in compliance with the provisions of NRS 78.622 , 92A.200 to 92A.240 , inclusive, or 92A.270 to which the issuing corporation is a party.

3. “Acquisition” does not include any acquisition of shares listed on a national securities exchange pursuant to a tender offer under section 14(d) of the Securities Exchange Act, 15 U.S.C. § 78n(d), which shares collectively, absent the provisions of NRS 78.378 to 78.3793 , inclusive, would be entitled to exercise a majority of the voting power.