NRS 92A.110 Authority for exchange; approval, contents and form of plan of exchange.
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NRS 92A.110 Authority for exchange; approval, contents and form of plan of exchange.
1. Except as a corporation is limited by NRS 78.411 to 78.444 , inclusive, one or more domestic entities may acquire all of the outstanding owner’s interests of one or more classes or series of another entity not already owned by the acquiring entity or an affiliate thereof if the plan of exchange is approved pursuant to the provisions of this chapter.
2. The plan of exchange must set forth:
(a)The name and jurisdiction of organization of each constituent entity;
(b)The name, jurisdiction of organization and kind of each entity whose owner’s interests will be acquired by one or more other entities;
(c)The terms and conditions of the exchange; and
(d)The manner and basis, if any, of exchanging the owner’s interests to be acquired for owner’s interests, rights to purchase owner’s interests, or other securities of the acquiring or any other entity or for cash or other property in whole or in part or cancelling such owner’s interests in whole or in part.
3. The plan of exchange may set forth other provisions relating to the exchange.
4. This section does not limit the power of a domestic entity to acquire all or part of the owner’s interests or one or more class or series of owner’s interests of another person through a voluntary exchange or otherwise.
5. The plan of exchange must be in writing.