NRS 78B.120 Termination of status as benefit corporation; procedure for disposition of all or substantially all of property of benefit corporation.
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NRS 78B.120 Termination of status as benefit corporation; procedure for disposition of all or substantially all of property of benefit corporation.
1. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the statement in the articles of incorporation that the corporation is a benefit corporation as required by NRS 78B.100 or 78B.110 . To be effective, the amendment must be adopted by at least the minimum status vote.
2. If a benefit corporation is a constituent entity in a merger, conversion or exchange and the effect of the merger, conversion or exchange will terminate the status of the benefit corporation as a benefit corporation, the plan of merger, conversion or exchange, whichever is applicable, is not effective unless it is approved by at least the minimum status vote.
3. If not made in the usual and regular course of business, a sale, lease, exchange or other disposition of all or substantially all of the property of a benefit corporation is not effective unless it is approved by at least the minimum status vote.
4. As used in this section:
(a)“Constituent entity” has the meaning ascribed to it in NRS 92A.015 .
(b)“Exchange” has the meaning ascribed to it in NRS 92A.050 .
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