2005 Nevada Revised Statutes - Chapter 92A — Mergers, Conversions, Exchanges and Domestications

CHAPTER 92A - MERGERS, CONVERSIONS,EXCHANGES AND DOMESTICATIONS

GENERAL PROVISIONS

NRS 92A.005 Definitions.

NRS 92A.007 Approvaland vote defined.

NRS 92A.0075 Articles,articles of incorporation and certificate of incorporation defined.

NRS 92A.008 Businesstrust defined.

NRS 92A.009 Charterdocument defined.

NRS 92A.010 Constituentdocument defined.

NRS 92A.015 Constituententity defined.

NRS 92A.020 Domesticdefined.

NRS 92A.022 Domesticbusiness trust defined.

NRS 92A.025 Domesticcorporation defined.

NRS 92A.027 Domesticgeneral partnership defined.

NRS 92A.030 Domesticlimited-liability company defined.

NRS 92A.035 Domesticlimited partnership defined.

NRS 92A.040 Domesticnonprofit corporation defined.

NRS 92A.045 Entitydefined.

NRS 92A.050 Exchangedefined.

NRS 92A.055 Foreigndefined.

NRS 92A.060 Limitedpartner defined.

NRS 92A.070 Memberdefined.

NRS 92A.075 Ownerdefined.

NRS 92A.080 Ownersinterest defined.

NRS 92A.085 Recorddefined.

NRS 92A.090 Resultingentity defined.

NRS 92A.093 Signdefined.

NRS 92A.097 Signaturedefined.

AUTHORITY, PROCEDURE AND EFFECT

NRS 92A.100 Authorityfor merger; approval, contents and form of plan of merger.

NRS 92A.105 Authorityfor conversion; approval, form and contents of plan of conversion.

NRS 92A.110 Authorityfor exchange; approval, contents and form of plan of exchange.

NRS 92A.120 Approvalof plan of merger, conversion or exchange for domestic corporation.

NRS 92A.130 Approvalof plan of merger for domestic corporation: Conditions under which action bystockholders of surviving corporation is not required.

NRS 92A.135 Approvalof plan of conversion for domestic general partnership.

NRS 92A.140 Approvalof plan of merger, conversion or exchange for domestic limited partnership.

NRS 92A.150 Approvalof plan of merger, conversion or exchange for domestic limited-liabilitycompany.

NRS 92A.160 Approvalof plan of merger or exchange for domestic nonprofit corporation.

NRS 92A.165 Approvalof plan of merger, conversion or exchange for domestic business trust.

NRS 92A.170 Abandonmentof planned merger, conversion or exchange before filing of articles.

NRS 92A.175 Terminationof planned merger, conversion or exchange after filing of articles.

NRS 92A.180 Mergerof subsidiary into parent or parent into subsidiary.

NRS 92A.190 Mergeror exchange with foreign entity.

NRS 92A.195 Conversionof foreign entity or foreign general partnership.

NRS 92A.200 Filingrequirements for mergers or exchanges; dependency of terms of plan of merger,conversion or exchange on extrinsic facts.

NRS 92A.205 Filingrequirements for conversions.

NRS 92A.207 Formrequired for filing of records.

NRS 92A.210 Filingfees.

NRS 92A.220 Dutywhen entire plan of merger, conversion or exchange is not set forth inarticles.

NRS 92A.230 Signingof articles of merger, conversion or exchange.

NRS 92A.240 Effectivedate of merger, conversion or exchange; articles of termination.

NRS 92A.250 Effectof merger, conversion or exchange.

NRS 92A.260 Liabilityof owner after merger, conversion or exchange.

NRS 92A.270 Domesticationof undomesticated organization.

RIGHTS OF DISSENTING OWNERS

NRS 92A.300 Definitions.

NRS 92A.305 Beneficialstockholder defined.

NRS 92A.310 Corporateaction defined.

NRS 92A.315 Dissenterdefined.

NRS 92A.320 Fairvalue defined.

NRS 92A.325 Stockholderdefined.

NRS 92A.330 Stockholderof record defined.

NRS 92A.335 Subjectcorporation defined.

NRS 92A.340 Computationof interest.

NRS 92A.350 Rightsof dissenting partner of domestic limited partnership.

NRS 92A.360 Rightsof dissenting member of domestic limited-liability company.

NRS 92A.370 Rightsof dissenting member of domestic nonprofit corporation.

NRS 92A.380 Rightof stockholder to dissent from certain corporate actions and to obtain paymentfor shares.

NRS 92A.390 Limitationson right of dissent: Stockholders of certain classes or series; action ofstockholders not required for plan of merger.

NRS 92A.400 Limitationson right of dissent: Assertion as to portions only to shares registered tostockholder; assertion by beneficial stockholder.

NRS 92A.410 Notificationof stockholders regarding right of dissent.

NRS 92A.420 Prerequisitesto demand for payment for shares.

NRS 92A.430 Dissentersnotice: Delivery to stockholders entitled to assert rights; contents.

NRS 92A.440 Demandfor payment and deposit of certificates; retention of rights of stockholder.

NRS 92A.450 Uncertificatedshares: Authority to restrict transfer after demand for payment; retention ofrights of stockholder.

NRS 92A.460 Paymentfor shares: General requirements.

NRS 92A.470 Paymentfor shares: Shares acquired on or after date of dissenters notice.

NRS 92A.480 Dissentersestimate of fair value: Notification of subject corporation; demand for paymentof estimate.

NRS 92A.490 Legalproceeding to determine fair value: Duties of subject corporation; powers ofcourt; rights of dissenter.

NRS 92A.500 Legalproceeding to determine fair value: Assessment of costs and fees.

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GENERAL PROVISIONS

NRS 92A.005 Definitions. As used in this chapter, unless the context otherwiserequires, the words and terms defined in NRS92A.007 to 92A.097, inclusive,have the meanings ascribed to them in those sections.

(Added to NRS by 1995, 2079; A 1997, 726; 1999, 1626; 2001, 1406, 3199; 2003, 3181)

NRS 92A.007 Approvaland vote defined. Approval and vote asdescribing action by directors or stockholders mean the vote by directors inperson or by written consent, or action of stockholders in person, by proxy orby written consent.

(Added to NRS by 1997, 726)

NRS 92A.0075 Articles,articles of incorporation and certificate of incorporation defined. Articles, articles of incorporation and certificateof incorporation are synonymous terms and, unless the context otherwiserequires, include all certificates filed pursuant to NRS 78.030, 78.1955, 78.209,78.380, 78.385 and 78.390 and any articles of merger,conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwiserequires, these terms include restated articles and certificates ofincorporation.

(Added to NRS by 2003, 3180)

NRS 92A.008 Businesstrust defined. Business trust means:

1. A domestic business trust; or

2. An unincorporated association formed pursuant to,existing under or governed by the law of a jurisdiction other than this Stateand generally described by NRS 88A.030.

(Added to NRS by 1999, 1626)

NRS 92A.009 Charterdocument defined. Charter document meansthe articles of incorporation of a foreign corporation, whether or not forprofit, the articles of incorporation of a domestic corporation and a domesticnonprofit corporation, the articles of organization of a limited-liabilitycompany, the certificate of limited partnership of a limited partnership or thecertificate of trust of a business trust and all amendments thereto.

(Added to NRS by 2003, 3180)

NRS 92A.010 Constituentdocument defined. Constituent documentmeans the articles of incorporation or bylaws of a corporation, whether or notfor profit, the articles of organization or operating agreement of alimited-liability company, the certificate of limited partnership orpartnership agreement of a limited partnership, or the certificate of trust orgoverning instrument of a business trust.

(Added to NRS by 1995, 2079; A 2001, 1406, 3199)

NRS 92A.015 Constituententity defined. Constituent entity means:

1. With respect to a merger, each merging or survivingentity;

2. With respect to an exchange, each entity whoseowners interests will be acquired or each entity acquiring those interests;and

3. With respect to the conversion of an entity or ageneral partnership, the entity or general partnership that will be convertedinto another entity.

(Added to NRS by 1995, 2079; A 2001, 1407, 3199)

NRS 92A.020 Domesticdefined. Domestic as applied to an entitymeans one organized and existing under the laws of this State.

(Added to NRS by 1995, 2079)

NRS 92A.022 Domesticbusiness trust defined. Domestic businesstrust means a business trust formed and existing pursuant to the provisions ofchapter 88A of NRS.

(Added to NRS by 1999, 1626)

NRS 92A.025 Domesticcorporation defined. Domestic corporationmeans a corporation organized and existing under chapter78, 78A or 89of NRS, or a nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160, inclusive.

(Added to NRS by 1995, 2079; A 1997, 726)

NRS 92A.027 Domesticgeneral partnership defined. Domestic generalpartnership means a general partnership governed by the provisions of chapter 87 of NRS.

(Added to NRS by 2001, 1403; A 2001, 3199)

NRS 92A.030 Domesticlimited-liability company defined. Domesticlimited-liability company means a limited-liability company organized andexisting under chapter 86 of NRS.

(Added to NRS by 1995, 2079)

NRS 92A.035 Domesticlimited partnership defined. Domestic limitedpartnership means a limited partnership organized and existing under chapter 88 of NRS.

(Added to NRS by 1995, 2079)

NRS 92A.040 Domesticnonprofit corporation defined. Domestic nonprofitcorporation means a corporation organized or existing under chapter 82 of NRS, including those listed in NRS 82.051.

(Added to NRS by 1995, 2079)

NRS 92A.045 Entitydefined. Entity means a foreign or domestic:

1. Corporation, whether or not for profit;

2. Limited-liability company;

3. Limited partnership; or

4. Business trust.

(Added to NRS by 1995, 2079; A 1999, 1626; 2003, 3181)

NRS 92A.050 Exchangedefined. Exchange means the acquisition byone or more foreign or domestic entities of all an owners interests or one ormore classes or series of an owners interests of one or more foreign ordomestic entities.

(Added to NRS by 1995, 2079)

NRS 92A.055 Foreigndefined. Foreign as applied to an entitymeans one not organized or existing under the laws of this State.

(Added to NRS by 1995, 2079)

NRS 92A.060 Limitedpartner defined. Limited partner means a personwho has been admitted to a limited partnership as a limited partner inaccordance with the partnership agreement.

(Added to NRS by 1995, 2079)

NRS 92A.070 Memberdefined. Member means:

1. A member of a limited-liability company, as definedin NRS 86.081; or

2. A member of a nonprofit corporation which hasmembers.

(Added to NRS by 1995, 2080; A 2001, 1407, 3199)

NRS 92A.075 Ownerdefined. Owner means the holder of aninterest described in NRS 92A.080 or anoneconomic member of a limited-liability company described in NRS 86.095.

(Added to NRS by 1995, 2080; A 2001, 1407, 3199)

NRS 92A.080 Ownersinterest defined. Owners interest meansshares of stock in a corporation, membership in a nonprofit corporation, theinterest of a member of a limited-liability company or a beneficial owner of abusiness trust, or the partnership interest of a general or limited partner ofa limited partnership.

(Added to NRS by 1995, 2080; A 1999, 1626)

NRS 92A.085 Recorddefined. Record means information that is inscribedon a tangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

(Added to NRS by 2003, 3181)

NRS 92A.090 Resultingentity defined. Resulting entity means,with respect to a conversion, the entity that results from conversion of theconstituent entity.

(Added to NRS by 2001, 1403; A 2001, 3199)

NRS 92A.093 Signdefined. Sign means to affix a signature toa record.

(Added to NRS by 2003, 3181)

NRS 92A.097 Signaturedefined. Signature means a name, word, symbolor mark executed or otherwise adopted, or a record encrypted or similarly processedin whole or in part, by a person with the present intent to identify himselfand adopt or accept a record. The term includes, without limitation, anelectronic signature as defined in NRS719.100.

(Added to NRS by 2003, 3181)

AUTHORITY, PROCEDURE AND EFFECT

NRS 92A.100 Authorityfor merger; approval, contents and form of plan of merger.

1. Except as limited by NRS 78.411 to 78.444, inclusive, one or more domesticentities may merge into another entity if the plan of merger is approvedpursuant to the provisions of this chapter.

2. Except as otherwise provided in NRS 92A.180, the plan of merger must setforth:

(a) The name and jurisdiction of organization of eachconstituent entity;

(b) The name, jurisdiction of organization and kind ofentity or entities that will survive the merger;

(c) The terms and conditions of the merger; and

(d) The manner and basis, if any, of converting theowners interests of each constituent entity into owners interests, rights topurchase owners interests, or other securities of the surviving or otherentity or into cash or other property in whole or in part or cancelling suchowners interests in whole or in part.

3. The plan of merger may set forth:

(a) Amendments to the constituent documents of thesurviving entity; and

(b) Other provisions relating to the merger.

4. The plan of merger must be in writing.

(Added to NRS by 1995, 2080; A 1997, 726; 2003, 3181; 2005, 2200)

NRS 92A.105 Authorityfor conversion; approval, form and contents of plan of conversion.

1. Except as limited by NRS 78.411 to 78.444, inclusive, one domestic generalpartnership or one domestic entity, except a domestic nonprofit corporation,may convert into a domestic entity of a different type or a foreign entity ifthe plan of conversion is approved pursuant to the provisions of this chapter.

2. The plan of conversion must be in writing and setforth the:

(a) Name of the constituent entity and the proposedname for the resulting entity;

(b) Jurisdiction of the law that governs theconstituent entity;

(c) Jurisdiction of the law that will govern theresulting entity;

(d) Terms and conditions of the conversion;

(e) Manner and basis, if any, of converting the ownersinterest or the interest of a partner in a general partnership of theconstituent entity into owners interests, rights of purchase and othersecurities in the resulting entity or cancelling such owners interests inwhole or in part; and

(f) Full text of the charter documents of the resultingentity.

3. The plan of conversion may set forth otherprovisions relating to the conversion.

(Added to NRS by 2001, 1403; A 2001, 3199; 2003, 3181; 2005, 2200)

NRS 92A.110 Authorityfor 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 domesticentities may acquire all of the outstanding owners interests of one or moreclasses or series of another entity not already owned by the acquiring entityor an affiliate thereof if the plan of exchange is approved pursuant to theprovisions of this chapter.

2. The plan of exchange must set forth:

(a) The name and jurisdiction of organization of eachconstituent entity;

(b) The name, jurisdiction of organization and kind ofeach entity whose owners interests will be acquired by one or more otherentities;

(c) The terms and conditions of the exchange; and

(d) The manner and basis, if any, of exchanging theowners interests to be acquired for owners interests, rights to purchaseowners interests, or other securities of the acquiring or any other entity or forcash or other property in whole or in part or cancelling such owners interestsin whole or in part.

3. The plan of exchange may set forth other provisionsrelating to the exchange.

4. This section does not limit the power of a domesticentity to acquire all or part of the owners interests or one or more class orseries of owners interests of another person through a voluntary exchange orotherwise.

5. The plan of exchange must be in writing.

(Added to NRS by 1995, 2080; A 1997, 726; 2005, 2201)

NRS 92A.120 Approvalof plan of merger, conversion or exchange for domestic corporation.

1. After adopting a plan of merger, exchange orconversion, the board of directors of each domestic corporation that is aconstituent entity in the merger or conversion, or the board of directors ofthe domestic corporation whose shares will be acquired in the exchange, mustsubmit the plan of merger, except as otherwise provided in NRS 92A.130 and 92A.180, the plan of conversion or theplan of exchange for approval by its stockholders who are entitled to vote onthe plan in accordance with the provisions of this section.

2. For a plan of merger, conversion or exchange to beapproved:

(a) The board of directors must recommend the plan ofmerger, conversion or exchange to the stockholders, unless the board ofdirectors determines that because of a conflict of interest or other specialcircumstances it should make no recommendation and it communicates the basisfor its determination to the stockholders with the plan; and

(b) The stockholders entitled to vote must approve theplan.

3. The board of directors may condition its submissionof the proposed merger, conversion or exchange on any basis. The provisions ofthis section or this chapter must not be construed to permit a board ofdirectors to submit, or to agree to submit, a plan of merger, conversion orexchange to the stockholders without the recommendation of the board requiredpursuant to paragraph (a) of subsection 2 unless the board of directorsdetermines that because of a conflict of interest or other specialcircumstances it should make no recommendation and it communicates the basisfor its determination to the stockholders with the plan. Any agreement of theboard of directors to submit a plan of merger, conversion or exchange to the stockholdersnotwithstanding an adverse recommendation of the board of directors shall bedeemed to be of no force or effect.

4. Unless the plan of merger, conversion or exchangeis approved by the written consent of stockholders pursuant to subsection 7, thedomestic corporation must notify each stockholder, whether or not he isentitled to vote, of the proposed stockholders meeting in accordance with NRS 78.370. The notice must also state thatthe purpose, or one of the purposes, of the meeting is to consider the plan ofmerger, conversion or exchange and must contain or be accompanied by a copy orsummary of the plan.

5. Unless this chapter, the articles of incorporation,the resolutions of the board of directors establishing the class or series ofstock or the board of directors acting pursuant to subsection 3 require agreater vote or a vote by classes of stockholders, the plan of merger orconversion must be approved by a majority of the voting power of thestockholders.

6. Unless the articles of incorporation or theresolution of the board of directors establishing a class or series of stockprovide otherwise, or unless the board of directors acting pursuant tosubsection 3 requires a greater vote, the plan of exchange must be approved bya majority of the voting power of each class and each series to be exchangedpursuant to the plan of exchange.

7. Unless otherwise provided in the articles ofincorporation or the bylaws of the domestic corporation, the plan of merger,conversion or exchange may be approved by written consent as provided in NRS 78.320.

8. If an officer, director or stockholder of adomestic corporation, which will be the constituent entity in a conversion,will have any liability for the obligations of the resulting entity after theconversion because he will be the owner of an owners interest in the resultingentity, then that officer, director or stockholder must also approve the planof conversion.

9. Unless otherwise provided in the articles ofincorporation or bylaws of a domestic corporation, a plan of merger, conversionor exchange may contain a provision that permits amendment of the plan ofmerger, conversion or exchange at any time after the stockholders of thedomestic corporation approve the plan of merger, conversion or exchange, butbefore the articles of merger, conversion or exchange become effective, withoutobtaining the approval of the stockholders of the domestic corporation for theamendment if the amendment does not:

(a) Alter or change the manner or basis of exchangingan owners interest to be acquired for owners interests, rights to purchaseowners interests, or other securities of the acquiring entity or any otherentity, or for cash or other property in whole or in part; or

(b) Alter or change any of the terms and conditions ofthe plan of merger, conversion or exchange in a manner that adversely affectsthe stockholders of the domestic corporation.

10. A board of directors shall cancel the proposedmeeting or remove the plan of merger, conversion or exchange from considerationat the meeting if the board of directors determines that it is not advisable tosubmit the plan of merger, conversion or exchange to the stockholders forapproval.

(Added to NRS by 1995, 2081; A 2001, 1407, 3199; 2003, 3182; 2005, 2201)

NRS 92A.130 Approvalof plan of merger for domestic corporation: Conditions under which action bystockholders of surviving corporation is not required.

1. Action by the stockholders of a surviving domesticcorporation on a plan of merger is not required if:

(a) The articles of incorporation of the survivingdomestic corporation will not differ from its articles before the merger;

(b) Each stockholder of the surviving domesticcorporation whose shares were outstanding immediately before the effective dateof the merger will hold the same number of shares, with identical designations,preferences, limitations and relative rights immediately after the merger;

(c) The number of voting shares outstanding immediatelyafter the merger, plus the number of voting shares issued as a result of themerger, either by the conversion of securities issued pursuant to the merger orthe exercise of rights and warrants issued pursuant to the merger, will notexceed by more than 20 percent the total number of voting shares of thesurviving domestic corporation outstanding immediately before the merger; and

(d) The number of participating shares outstandingimmediately after the merger, plus the number of participating shares issuableas a result of the merger, either by the conversion of securities issuedpursuant to the merger or the exercise of rights and warrants issued pursuantto the merger, will not exceed by more than 20 percent the total number ofparticipating shares outstanding immediately before the merger.

2. As used in this section:

(a) Participating shares means shares that entitletheir holders to participate without limitation in distributions.

(b) Voting shares means shares that entitle theirholders to vote unconditionally in elections of directors.

(Added to NRS by 1995, 2082)

NRS 92A.135 Approvalof plan of conversion for domestic general partnership. Unless otherwise provided in the partnership agreement,all partners must approve a plan of conversion involving a domestic generalpartnership.

(Added to NRS by 2001, 1403; A 2001, 3199)

NRS 92A.140 Approvalof plan of merger, conversion or exchange for domestic limited partnership.

1. Unless otherwise provided in the partnershipagreement or the certificate of limited partnership, a plan of merger,conversion or exchange involving a domestic limited partnership must beapproved by all general partners and by limited partners who own a majority ininterest of the partnership then owned by all the limited partners. If thepartnership has more than one class of limited partners, the plan of merger,conversion or exchange must be approved by those limited partners who own amajority in interest of the partnership then owned by the limited partners ineach class.

2. For the purposes of this section, majority ininterest of the partnership means a majority of the interests in capital andprofits of the limited partners of a domestic limited partnership which:

(a) In the case of capital, is determined as of the dateof the approval of the plan of merger, conversion or exchange.

(b) In the case of profits, is based on any reasonableestimate of profits for the period beginning on the date of the approval of theplan of merger, conversion or exchange and ending on the anticipated date ofthe termination of the domestic limited partnership, including any present orfuture division of profits distributed pursuant to the partnership agreement.

3. If any partner of a domestic limited partnership,which will be the constituent entity in a conversion, will have any liabilityfor the obligations of the resulting entity after the conversion because hewill be the owner of an owners interest in the resulting entity, then thatpartner must also approve the plan of conversion.

(Added to NRS by 1995, 2082; A 1997, 727; 2001, 1409, 3199)

NRS 92A.150 Approvalof plan of merger, conversion or exchange for domestic limited-liabilitycompany.

1. Unless otherwise provided in the articles oforganization or an operating agreement:

(a) A plan of merger, conversion or exchange involvinga domestic limited-liability company must be approved by members who own amajority of the interests in the current profits of the company then owned byall of the members; and

(b) If the company has more than one class of members,the plan of merger, conversion or exchange must be approved by those memberswho own a majority of the interests in the current profits of the company thenowned by the members in each class.

2. If any manager or member of a domesticlimited-liability company, which will be the constituent entity in aconversion, will have any liability for the obligations of the resulting entityafter the conversion because he will be the owner of an owners interest in theresulting entity, then that manager or member must also approve the plan of conversion.

(Added to NRS by 1995, 2082; A 1997, 727; 1999, 1627; 2001, 1409, 3199)

NRS 92A.160 Approvalof plan of merger or exchange for domestic nonprofit corporation.

1. A plan of merger or exchange involving a domesticnonprofit corporation must be adopted by the board of directors. The plan mustalso be approved by each public officer or other person whose approval of aplan of merger or exchange is required by the articles of incorporation of thedomestic nonprofit corporation.

2. If the domestic nonprofit corporation has membersentitled to vote on plans of merger or exchange, the board of directors of thedomestic nonprofit corporation must recommend the plan of merger or exchange tothe members, unless the board of directors determines that because of a conflictof interest or other special circumstances it should make no recommendation andit communicates the basis for its determination to the members with the plan.

3. The board of directors may condition its submissionof the proposed merger or exchange on any basis.

4. The members entitled to vote on a plan of merger orexchange must approve the plan at a meeting of members called for that purpose,by written consent pursuant to NRS 82.276,or by a vote by written ballot pursuant to NRS82.326.

5. The corporation must notify, in the manner requiredby NRS 82.336, each nonprofit member ofthe time and place of the meeting of members at which the plan of merger orexchange will be submitted for a vote.

6. Unless the articles of incorporation of thedomestic nonprofit corporation or the board of directors acting pursuant tosubsection 3 require a greater vote or a vote by classes of members, the planof merger or exchange to be authorized must be approved by a majority of aquorum of the members unless a class of members is entitled to vote thereon asa class. If a class of members is so entitled, the plan must be approved by amajority of a quorum of the votes entitled to be cast on the plan by eachclass.

7. Separate voting by a class of members is required:

(a) On a plan of merger if the plan contains aprovision that, if contained in the proposed amendment to articles ofincorporation, would entitle particular members to vote as a class on theproposed amendment; and

(b) On a plan of exchange by each class or series ofmemberships included in the exchange, with each class or series constituting aseparate voting class.

(Added to NRS by 1995, 2082)

NRS 92A.165 Approvalof plan of merger, conversion or exchange for domestic business trust. Unless otherwise provided in the certificate of trust orgoverning instrument of a domestic business trust, a plan of merger, conversionor exchange must be approved by all the trustees and beneficial owners of eachdomestic business trust that is a constituent entity in the merger.

(Added to NRS by 1999, 1626; A 2001, 1409, 3199; 2003, 3183)

NRS 92A.170 Abandonmentof planned merger, conversion or exchange before filing of articles. After a merger, conversion or exchange is approved, and atany time before the articles of merger, conversion or exchange are filed, theplanned merger, conversion or exchange may be abandoned, subject to any contractualrights, without further action, in accordance with the procedure set forth inthe plan of merger, conversion or exchange or, if none is set forth, in thecase of:

1. A domestic corporation, whether or not for profit,by the board of directors;

2. A domestic limited partnership, unless otherwiseprovided in the partnership agreement or certificate of limited partnership, byall general partners;

3. A domestic limited-liability company, unless otherwiseprovided in the articles of organization or an operating agreement, by memberswho own a majority in interest in the current profits of the company then ownedby all of the members or, if the company has more than one class of members, bymembers who own a majority in interest in the current profits of the companythen owned by the members in each class;

4. A domestic business trust, unless otherwiseprovided in the certificate of trust or governing instrument, by all thetrustees; and

5. A domestic general partnership, unless otherwiseprovided in the partnership agreement, by all the partners.

(Added to NRS by 1995, 2083; A 1999, 1627; 2001, 1409, 3199)

NRS 92A.175 Terminationof planned merger, conversion or exchange after filing of articles. After a merger, conversion or exchange is approved, at anytime after the articles of merger, conversion or exchange are filed but beforean effective date specified in the articles which is later than the date offiling the articles, the planned merger, conversion or exchange may beterminated in accordance with a procedure set forth in the plan of merger,conversion or exchange by filing articles of termination pursuant to theprovisions of NRS 92A.240.

(Added to NRS by 1999, 1626; A 2001, 1410, 3199)

NRS 92A.180 Mergerof subsidiary into parent or parent into subsidiary.

1. A parent domestic corporation, whether or not forprofit, parent domestic limited-liability company, unless otherwise provided inthe articles of organization or operating agreement, or parent domestic limitedpartnership owning at least 90 percent of the outstanding shares of each classof a subsidiary corporation entitled to vote on a merger, 90 percent of thepercentage or other interest in the capital and profits of a subsidiarylimited-liability company then owned by each class of members entitled to voteon a merger or 90 percent of the percentage or other interest in the capitaland profits of a subsidiary limited partnership then owned by both the generalpartners and each class of limited partners entitled to vote on a merger maymerge the subsidiary into itself without approval of the owners of the ownersinterests of the parent domestic corporation, domestic limited-liabilitycompany or domestic limited partnership or the owners of the owners interestsof a subsidiary domestic corporation, subsidiary domestic limited-liabilitycompany or subsidiary domestic limited partnership.

2. A parent domestic corporation, whether or not forprofit, parent domestic limited-liability company, unless otherwise provided inthe articles of organization or operating agreement, or parent domestic limitedpartnership owning at least 90 percent of the outstanding shares of each classof a subsidiary corporation entitled to vote on a merger, 90 percent of thepercentage or other interest in the capital and profits of a subsidiarylimited-liability company then owned by each class of members entitled to voteon a merger, or 90 percent of the percentage or other interest in the capitaland profits of a subsidiary limited partnership then owned by both the generalpartners and each class of limited partners entitled to vote on a merger maymerge with and into the subsidiary without approval of the owners of theowners interests of the subsidiary domestic corporation, subsidiary domesticlimited-liability company or subsidiary domestic limited partnership.

3. The board of directors of a parent corporation, themanagers of a parent limited-liability company with managers unless otherwiseprovided in the operating agreement, all members of a parent limited-liabilitycompany without managers unless otherwise provided in the operating agreement,or all general partners of a parent limited partnership shall adopt a plan ofmerger that sets forth:

(a) The names of the parent and subsidiary; and

(b) The manner and basis of converting the ownersinterests of the disappearing entity into the owners interests, obligations orother securities of the surviving or any other entity or into cash or otherproperty in whole or in part.

4. The parent shall mail a copy or summary of the planof merger to each owner of the subsidiary who does not waive the mailingrequirement in writing.

5. Articles of merger under this section may notcontain amendments to the constituent documents of the surviving entity exceptthat the name of the surviving entity may be changed.

6. The articles of incorporation of a domesticcorporation, the articles of organization of a domestic limited-liabilitycompany, the certificate of limited partnership of a domestic limitedpartnership or the certificate of trust of a domestic business trust may forbidthat entity from entering into a merger pursuant to this section.

(Added to NRS by 1995, 2083; A 1997, 727; 1999, 1627; 2001, 1410, 3199; 2005, 2203)

NRS 92A.190 Mergeror exchange with foreign entity.

1. One or more foreign entities may merge orenter into an exchange of owners interests with one or more domestic entitiesif:

(a) In a merger, the merger is permitted by the law ofthe jurisdiction under whose law each foreign entity is organized and governedand each foreign entity complies with that law in effecting the merger;

(b) In an exchange, the entity whose owners interestswill be acquired is a domestic entity, whether or not an exchange of ownersinterests is permitted by the law of the jurisdiction under whose law theacquiring entity is organized;

(c) The foreign entity complies with NRS 92A.200 to 92A.240, inclusive, if it is thesurviving entity in the merger or acquiring entity in the exchange and setsforth in the articles of merger or exchange its address where copies of processmay be sent by the Secretary of State; and

(d) Each domestic entity complies with the applicableprovisions of NRS 92A.100 to 92A.180, inclusive, and, if it is the survivingentity in the merger or acquiring entity in the exchange, with NRS 92A.200 to 92A.240, inclusive.

2. When the merger or exchange takes effect, thesurviving foreign entity in a merger and the acquiring foreign entity in anexchange shall be deemed:

(a) To appoint the Secretary of State as its agent forservice of process in a proceeding to enforce any obligation which accruedbefore the merger or exchange became effective or the rights of dissentingowners of each domestic entity that was a party to the merger or exchange.Service of such process must be made by personally delivering to and leavingwith the Secretary of State duplicate copies of the process and the payment ofa fee of $100 for accepting and transmitting the process. The Secretary ofState shall forthwith send by registered or certified mail one of the copies tothe surviving or acquiring entity at its specified address, unless thesurviving or acquiring entity has designated in writing to the Secretary ofState a different address for that purpose, in which case it must be mailed tothe last address so designated.

(b) To agree that it will promptly pay to thedissenting owners of each domestic entity that is a party to the merger orexchange the amount, if any, to which they are entitled under or createdpursuant to NRS 92A.300 to 92A.500, inclusive.

3. This section does not limit the power of a foreignentity to acquire all or part of the owners interests of one or more classesor series of a domestic entity through a voluntary exchange or otherwise.

(Added to NRS by 1995, 2086; A 1997, 728; 1999, 1628; 2001, 3192; 2003, 3183; 2003, 20thSpecial Session, 125)

NRS 92A.195 Conversionof foreign entity or foreign general partnership.

1. One foreign entity or foreign general partnershipmay convert into one domestic entity if:

(a) The conversion is permitted by the law of thejurisdiction governing the foreign entity or foreign general partnership andthe foreign entity or foreign general partnership complies with that law ineffecting the conversion;

(b) The foreign entity or foreign general partnershipcomplies with the applicable provisions of NRS92A.205 and, if it is the resulting entity in the conversion, with NRS 92A.210 to 92A.240, inclusive; and

(c) The domestic entity complies with the applicableprovisions of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if it is the resultingentity in the conversion, with NRS 92A.205to 92A.240, inclusive.

2. When the conversion takes effect, the resultingforeign entity in a conversion shall be deemed to have appointed the Secretaryof State as its agent for service of process in a proceeding to enforce anyobligation. Service of process must be made personally by delivering to andleaving with the Secretary of State duplicate copies of the process and thepayment of a fee of $100 for accepting and transmitting the process. TheSecretary of State shall send one of the copies of the process by registered orcertified mail to the resulting entity at its specified address, unless theresulting entity has designated in writing to the Secretary of State adifferent address for that purpose, in which case it must be mailed to the lastaddress so designated.

(Added to NRS by 2001, 1403; A 2001, 3199; 2003, 20thSpecial Session, 126)

NRS 92A.200 Filingrequirements for mergers or exchanges; dependency of terms of plan of merger,conversion or exchange on extrinsic facts.

1. After a plan of merger or exchange is approved asrequired by this chapter, the surviving or acquiring entity shall deliver tothe Secretary of State for filing articles of merger or exchange setting forth:

(a) The name and jurisdiction of organization of eachconstituent entity;

(b) That a plan of merger or exchange has been adoptedby each constituent entity or the parent domestic entity only, if the merger ispursuant to NRS 92A.180;

(c) If approval of the owners of one or moreconstituent entities was not required, a statement to that effect and the nameof each entity;

(d) If approval of owners of one or more constituententities was required, the name of each entity and a statement for each entitythat the plan was approved by the required consent of the owners;

(e) In the case of a merger, the amendment, if any, tothe charter document of the surviving entity, which amendment may be set forthin the articles of merger as a specific amendment or in the form of an amendedand restated charter document or attached in that form as an exhibit; and

(f) If the entire plan of merger or exchange is not setforth, a statement that the complete signed plan of merger or plan of exchangeis on file at the registered office if a corporation, limited-liability companyor business trust, or office described in paragraph (a) of subsection 1 of NRS 88.330 if a limited partnership, orother place of business of the surviving entity or the acquiring entity,respectively.

2. Any of the terms of the plan of merger, conversionor exchange may be made dependent upon facts ascertainable outside of the planof merger, conversion or exchange, provided that the plan of merger, conversionor exchange clearly and expressly sets forth the manner in which such factsshall operate upon the terms of the plan. As used in this section, the termfacts includes, without limitation, the occurrence of an event, including adetermination or action by a person or body, including a constituent entity.

(Added to NRS by 1995, 2084; A 1997, 729; 1999, 1629; 2001, 1411, 3199; 2003, 3184; 2003, 20thSpecial Session, 126)

NRS 92A.205 Filingrequirements for conversions.

1. After a plan of conversion is approved as requiredby this chapter, if the resulting entity is a domestic entity, the constituententity shall deliver to the Secretary of State for filing:

(a) Articles of conversion setting forth:

(1) The name and jurisdiction of organization ofthe constituent entity and the resulting entity; and

(2) That a plan of conversion has been adoptedby the constituent entity in compliance with the law of the jurisdictiongoverning the constituent entity.

(b) The charter document of the domestic resultingentity required by the applicable provisions of chapter78, 78A, 82,86, 88, 88A or 89 ofNRS.

(c) A certificate of acceptance of appointment of aresident agent for the resulting entity which is signed by the resident agent.

2. After a plan of conversion is approved as requiredby this chapter, if the resulting entity is a foreign entity, the constituententity shall deliver to the Secretary of State for filing articles ofconversion setting forth:

(a) The name and jurisdiction of organization of theconstituent entity and the resulting entity;

(b) That a plan of conversion has been adopted by the constituententity in compliance with the laws of this State; and

(c) The address of the resulting entity where copies ofprocess may be sent by the Secretary of State.

3. If the entire plan of conversion is not set forthin the articles of conversion, the filing party must include in the articles ofconversion a statement that the complete signed plan of conversion is on fileat the registered office or principal place of business of the resulting entityor, if the resulting entity is a domestic limited partnership, the officedescribed in paragraph (a) of subsection 1 of NRS88.330.

4. If the conversion takes effect on a later datespecified in the articles of conversion pursuant to NRS 92A.240, the charter document to befiled with the Secretary of State pursuant to paragraph (b) of subsection 1must state the name and the jurisdiction of the constituent entity and that theexistence of the resulting entity does not begin until the later date.

5. Any records filed with the Secretary of Statepursuant to this section must be accompanied by the fees required pursuant tothis title for filing the charter document.

(Added to NRS by 2001, 1404; A 2001, 3199; 2003, 3185; 2003, 20thSpecial Session, 127)

NRS 92A.207 Formrequired for filing of records.

1. Each record filed with the Secretary of Statepursuant to this chapter must be on or accompanied by a form prescribed by theSecretary of State.

2. The Secretary of State may refuse to file a recordwhich does not comply with subsection 1 or which does not contain all of theinformation required by statute for filing the record.

3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:

(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and

(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.

4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20thSpecial Session, 125)

NRS 92A.210 Filing fees.

1. Except as otherwise provided in this section, thefee for filing articles of merger, articles of conversion, articles of exchange,articles of domestication or articles of termination is $350. The fee forfiling the charter documents of a domestic resulting entity is the fee forfiling the charter documents determined by the chapter of NRS governing theparticular domestic resulting entity.

2. The fee for filing articles of merger of two ormore domestic corporations is the difference between the fee computed at therates specified in NRS 78.760 upon theaggregate authorized stock of the corporation created by the merger and the feecomputed upon the aggregate amount of the total authorized stock of theconstituent corporation.

3. The fee for filing articles of merger of one ormore domestic corporations with one or more foreign corporations is thedifference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorizedstock of the corporation created by the merger and the fee computed upon theaggregate amount of the total authorized stock of the constituent corporationswhich have paid the fees required by NRS78.760 and 80.050.

4. The fee for filing articles of merger of two ormore domestic or foreign corporations must not be less than $350. The amountpaid pursuant to subsection 3 must not exceed $35,000.

(Added to NRS by 1995, 2085; A 1999, 1629; 2001, 1412, 3192, 3199; 2003, 3186; 2003, 20thSpecial Session, 128)

NRS 92A.220 Dutywhen entire plan of merger, conversion or exchange is not set forth inarticles. If the entire plan of merger,conversion or exchange is not set forth in the articles of merger, conversionor exchange, a copy of the plan of merger, conversion or exchange must befurnished by the surviving, acquiring or resulting entity, on request andwithout cost, to any owner of any entity which is a party to the merger,conversion or exchange.

(Added to NRS by 1995, 2085; A 2001, 1413, 3199)

NRS 92A.230 Signingof articles of merger, conversion or exchange. Articlesof merger, conversion or exchange must be signed by each foreign and domesticconstituent entity as follows:

1. By an officer of a corporation, whether or not forprofit;

2. By one of the general partners of a limitedpartnership;

3. By a manager of a limited-liability company withmanagers or by one member of a limited-liability company without managers;

4. By a trustee of a business trust; and

5. By one general partner of a general partnership.

(Added to NRS by 1995, 2085; A 1997, 730; 1999, 1630; 2001, 101, 1413, 2726, 3199; 2003, 48, 3186)

NRS 92A.240 Effectivedate of merger, conversion or exchange; articles of termination.

1. A merger, conversion or exchange takes effect uponfiling the articles of merger, conversion or exchange or upon a later date asspecified in the articles, which must not be more than 90 days after thearticles are filed.

2. If the filed articles of merger, conversion orexchange specify such a later effective date, the constituent entity orentities may file articles of termination before the effective date, settingforth:

(a) The name of each constituent entity and, for aconversion, the resulting entity; and

(b) That the merger, conversion or exchange has beenterminated pursuant to the plan of merger, conversion or exchange.

3. The articles of termination must be signed in themanner provided in NRS 92A.230.

(Added to NRS by 1995, 2085; A 1999, 1630; 2001, 1413, 3199; 2003, 3187)

NRS 92A.250 Effectof merger, conversion or exchange.

1. When a merger takes effect:

(a) Every other entity that is a constituent entitymerges into the surviving entity and the separate existence of every entityexcept the surviving entity ceases;

(b) The title to all real estate and other propertyowned by each merging constituent entity is vested in the surviving entitywithout reversion or impairment;

(c) The surviving entity has all of the liabilities ofeach other constituent entity;

(d) A proceeding pending against any constituent entitymay be continued as if the merger had not occurred or the surviving entity maybe substituted in the proceeding for the entity whose existence has ceased;

(e) The articles of incorporation, articles oforganization, certificate of limited partnership or certificate of trust of thesurviving entity are amended to the extent provided in the plan of merger; and

(f) The owners interests of each constituent entitythat are to be converted into owners interests, obligations or othersecurities of the surviving or any other entity or into cash or other propertyare converted, and the former holders of the owners interests are entitledonly to the rights provided in the articles of merger or any created pursuantto NRS 92A.300 to 92A.500, inclusive.

2. When an exchange takes effect, the ownersinterests of each acquired entity are exchanged as provided in the plan, andthe former holders of the owners interests are entitled only to the rightsprovided in the articles of exchange or any rights created pursuant to NRS 92A.300 to 92A.500, inclusive.

3. When a conversion takes effect:

(a) The constituent entity is converted into theresulting entity and is governed by and subject to the law of the jurisdictionof the resulting entity;

(b) The conversion is a continuation of the existenceof the constituent entity;

(c) The title to all real estate and other propertyowned by the constituent entity is vested in the resulting entity withoutreversion or impairment;

(d) The resulting entity has all the liabilities of theconstituent entity;

(e) A proceeding pending against the constituent entitymay be continued as if the conversion had not occurred or the resulting entitymay be substituted in the proceeding for the constituent entity;

(f) The owners interests of the constituent entitythat are to be converted into the owners interests of the resulting entity areconverted;

(g) An owner of the resulting entity remains liable forall the obligations of the constituent entity to the extent the owner was personallyliable before the conversion; and

(h) The domestic constituent entity is not required towind up its affairs, pay its liabilities, distribute its assets or dissolve,and the conversion is not deemed a dissolution of the domestic constituententity.

(Added to NRS by 1995, 2085; A 1999, 1630; 2001, 1413, 3199)

NRS 92A.260 Liabilityof owner after merger, conversion or exchange. Anowner that is not personally liable for the debts, liabilities or obligationsof the entity pursuant to the laws and constituent documents under which theentity was organized does not become personally liable for the debts,liabilities or obligations of the surviving entity or entities of the merger orexchange or the resulting entity of the conversion unless the owner consents tobecoming personally liable by action taken in connection with the plan ofmerger, conversion or exchange.

(Added to NRS by 1995, 2081; A 2001, 1414, 3199)

NRS 92A.270 Domesticationof undomesticated organization.

1. Any undomesticated organization may becomedomesticated in this State as a domestic entity by:

(a) Paying to the Secretary of State the fees requiredpursuant to this title for filing the charter document; and

(b) Filing with the Secretary of State:

(1) Articles of domestication which must besigned by an authorized representative of the undomesticated organizationapproved in compliance with subsection 6;

(2) The appropriate charter document for thetype of domestic entity; and

(3) A certificate of acceptance of appointmentof a resident agent for the domestic entity which is signed by the residentagent.

2. The articles of domestication must set forth the:

(a) Date when and the jurisdiction where theundomesticated organization was first formed, incorporated, organized orotherwise created;

(b) Name of the undomesticated organization immediatelybefore filing the articles of domestication;

(c) Name and type of domestic entity as set forth inits charter document pursuant to subsection 1; and

(d) Jurisdiction that constituted the principal placeof business or central administration of the undomesticated organization, orany other equivalent thereto pursuant to applicable law,

immediatelybefore filing the articles of domestication.

3. Upon filing the articles of domestication, thecharter document and the certificate of acceptance of appointment of a residentagent with the Secretary of State, and the payment of the requisite fee forfiling the charter document of the domestic entity, the undomesticatedorganization is domesticated in this State as the domestic entity described inthe charter document filed pursuant to subsection 1. The existence of thedomestic entity begins on the date the undomesticated organization began itsexistence in the jurisdiction in which the undomesticated organization wasfirst formed, incorporated, organized or otherwise created.

4. The domestication of any undomesticatedorganization does not affect any obligations or liabilities of theundomesticated organization incurred before its domestication.

5. The filing of the charter document of the domesticentity pursuant to subsection 1 does not affect the choice of law applicable tothe undomesticated organization. From the date the charter document of thedomestic entity is filed, the law of this State applies to the domestic entityto the same extent as if the undomesticated organization was organized andcreated as a domestic entity on that date.

6. Before filing articles of domestication, thedomestication must be approved in the manner required by:

(a) The document, instrument, agreement or otherwriting governing the internal affairs of the undomesticated organization andthe conduct of its business; and

(b) Applicable foreign law.

7. When a domestication becomes effective, all rights,privileges and powers of the undomesticated organization, all property owned bythe undomesticated organization, all debts due to the undomesticatedorganization, and all causes of action belonging to the undomesticatedorganization are vested in the domestic entity and become the property of thedomestic entity to the same extent as vested in the undomesticated organizationimmediately before domestication. The title to any real property vested by deedor otherwise in the undomesticated organization is not reverted or impaired bythe domestication. All rights of creditors and all liens upon any property ofthe undomesticated organization are preserved unimpaired and all debts,liabilities and duties of an undomesticated organization that has beendomesticated attach to the domestic entity resulting from the domestication andmay be enforced against it to the same extent as if the debts, liability andduties had been incurred or contracted by the domestic entity.

8. When an undomesticated organization isdomesticated, the domestic entity resulting from the domestication is for allpurposes deemed to be the same entity as the undomesticated organization.Unless otherwise agreed by the owners of the undomesticated organization or asrequired pursuant to applicable foreign law, the domestic entity resulting fromthe domestication is not required to wind up its affairs, pay its liabilitiesor distribute its assets. The domestication of an undomesticated organizationdoes not constitute the dissolution of the undomesticated organization. Thedomestication constitutes a continuation of the existence of the undomesticatedorganization in the form of a domestic entity. If, following domestication, anundomesticated organization that has become domesticated pursuant to thissection continues its existence in the foreign country or foreign jurisdictionin which it was existing immediately before the domestication, the domesticentity and the undomesticated organization are for all purposes a single entityformed, incorporated, organized or otherwise created and existing pursuant tothe laws of this State and the laws of the foreign country or other foreignjurisdiction.

9. As used in this section, undomesticatedorganization means any incorporated organization, private law corporation,whether or not organized for business purposes, public law corporation, generalpartnership, registered limited-liability partnership, limited partnership orregistered limited-liability limited partnership, proprietorship, jointventure, foundation, business trust, real estate investment trust, common-lawtrust or any other unincorporated business formed, organized, created or theinternal affairs of which are governed by the laws of any foreign country orjurisdiction other than the United States, the District of Columbia or anotherstate, territory, possession, commonwealth or dependency of the United States.

(Added to NRS by 2001, 1405; A 2001, 3199; 2003, 3187)

RIGHTS OF DISSENTING OWNERS

NRS 92A.300 Definitions. As used in NRS92A.300 to 92A.500, inclusive,unless the context otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335, inclusive, have the meaningsascribed to them in those sections.

(Added to NRS by 1995, 2086)

NRS 92A.305 Beneficialstockholder defined. Beneficial stockholdermeans a person who is a beneficial owner of shares held in a voting trust or bya nominee as the stockholder of record.

(Added to NRS by 1995, 2087)

NRS 92A.310 Corporateaction defined. Corporate action means theaction of a domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.315 Dissenterdefined. Dissenter means a stockholder whois entitled to dissent from a domestic corporations action under NRS 92A.380 and who exercises that rightwhen and in the manner required by NRS92A.400 to 92A.480, inclusive.

(Added to NRS by 1995, 2087; A 1999, 1631)

NRS 92A.320 Fairvalue defined. Fair value, with respect toa dissenters shares, means the value of the shares immediately before theeffectuation of the corporate action to which he objects, excluding anyappreciation or depreciation in anticipation of the corporate action unlessexclusion would be inequitable.

(Added to NRS by 1995, 2087)

NRS 92A.325 Stockholderdefined. Stockholder means a stockholder ofrecord or a beneficial stockholder of a domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.330 Stockholderof record defined. Stockholder of recordmeans the person in whose name shares are registered in the records of adomestic corporation or the beneficial owner of shares to the extent of therights granted by a nominees certificate on file with the domesticcorporation.

(Added to NRS by 1995, 2087)

NRS 92A.335 Subjectcorporation defined. Subject corporationmeans the domestic corporation which is the issuer of the shares held by adissenter before the corporate action creating the dissenters rights becomeseffective or the surviving or acquiring entity of that issuer after thecorporate action becomes effective.

(Added to NRS by 1995, 2087)

NRS 92A.340 Computationof interest. Interest payable pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed fromthe effective date of the action until the date of payment, at the average ratecurrently paid by the entity on its principal bank loans or, if it has no bankloans, at a rate that is fair and equitable under all of the circumstances.

(Added to NRS by 1995, 2087)

NRS 92A.350 Rightsof dissenting partner of domestic limited partnership.A partnership agreement of a domestic limited partnership or, unlessotherwise provided in the partnership agreement, an agreement of merger orexchange, may provide that contractual rights with respect to the partnershipinterest of a dissenting general or limited partner of a domestic limitedpartnership are available for any class or group of partnership interests inconnection with any merger or exchange in which the domestic limitedpartnership is a constituent entity.

(Added to NRS by 1995, 2088)

NRS 92A.360 Rightsof dissenting member of domestic limited-liability company. The articles of organization or operating agreement of adomestic limited-liability company or, unless otherwise provided in thearticles of organization or operating agreement, an agreement of merger orexchange, may provide that contractual rights with respect to the interest of adissenting member are available in connection with any merger or exchange in whichthe domestic limited-liability company is a constituent entity.

(Added to NRS by 1995, 2088)

NRS 92A.370 Rightsof dissenting member of domestic nonprofit corporation.

1. Except as otherwise provided in subsection 2, andunless otherwise provided in the articles or bylaws, any member of anyconstituent domestic nonprofit corporation who voted against the merger may,without prior notice, but within 30 days after the effective date of themerger, resign from membership and is thereby excused from all contractualobligations to the constituent or surviving corporations which did not occurbefore his resignation and is thereby entitled to those rights, if any, whichwould have existed if there had been no merger and the membership had beenterminated or the member had been expelled.

2. Unless otherwise provided in its articles ofincorporation or bylaws, no member of a domestic nonprofit corporation,including, but not limited to, a cooperative corporation, which suppliesservices described in chapter 704 of NRS toits members only, and no person who is a member of a domestic nonprofitcorporation as a condition of or by reason of the ownership of an interest inreal property, may resign and dissent pursuant to subsection 1.

(Added to NRS by 1995, 2088)

NRS 92A.380 Rightof stockholder to dissent from certain corporate actions and to obtain paymentfor shares.

1. Except as otherwise provided in NRS 92A.370 and 92A.390, any stockholder is entitled todissent from, and obtain payment of the fair value of his shares in the eventof any of the following corporate actions:

(a) Consummation of a conversion or plan of merger towhich the domestic corporation is a constituent entity:

(1) If approval by the stockholders is requiredfor the conversion or merger by NRS92A.120 to 92A.160, inclusive, orthe articles of incorporation, regardless of whether the stockholder isentitled to vote on the conversion or plan of merger; or

(2) If the domestic corporation is a subsidiaryand is merged with its parent pursuant to NRS92A.180.

(b) Consummation of a plan of exchange to which thedomestic corporation is a constituent entity as the corporation whose subjectowners interests will be acquired, if his shares are to be acquired in theplan of exchange.

(c) Any corporate action taken pursuant to a vote ofthe stockholders to the extent that the articles of incorporation, bylaws or aresolution of the board of directors provides that voting or nonvotingstockholders are entitled to dissent and obtain payment for their shares.

(d) Any corporate action not described in paragraph(a), (b) or (c) that will result in the stockholder receiving money or scripinstead of fractional shares.

2. A stockholder who is entitled to dissent and obtainpayment pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge thecorporate action creating his entitlement unless the action is unlawful orfraudulent with respect to him or the domestic corporation.

(Added to NRS by 1995, 2087; A 2001, 1414, 3199; 2003, 3189; 2005, 2204)

NRS 92A.390 Limitationson right of dissent: Stockholders of certain classes or series; action ofstockholders not required for plan of merger.

1. There is no right of dissent with respect to a planof merger or exchange in favor of stockholders of any class or series which, atthe record date fixed to determine the stockholders entitled to receive noticeof and to vote at the meeting at which the plan of merger or exchange is to beacted on, were either listed on a national securities exchange, included in thenational market system by the National Association of Securities Dealers, Inc.,or held by at least 2,000 stockholders of record, unless:

(a) The articles of incorporation of the corporationissuing the shares provide otherwise; or

(b) The holders of the class or series are requiredunder the plan of merger or exchange to accept for the shares anything except:

(1) Cash, owners interests or owners interestsand cash in lieu of fractional owners interests of:

(I) The surviving or acquiring entity; or

(II) Any other entity which, at theeffective date of the plan of merger or exchange, were either listed on anational securities exchange, included in the national market system by theNational Association of Securities Dealers, Inc., or held of record by a least2,000 holders of owners interests of record; or

(2) A combination of cash and owners interestsof the kind described in sub-subparagraphs (I) and (II) of subparagraph (1) ofparagraph (b).

2. There is no right of dissent for any holders ofstock of the surviving domestic corporation if the plan of merger does notrequire action of the stockholders of the surviving domestic corporation under NRS 92A.130.

(Added to NRS by 1995, 2088)

NRS 92A.400 Limitationson right of dissent: Assertion as to portions only to shares registered tostockholder; assertion by beneficial stockholder.

1. A stockholder of record may assert dissentersrights as to fewer than all of the shares registered in his name only if hedissents with respect to all shares beneficially owned by any one person andnotifies the subject corporation in writing of the name and address of eachperson on whose behalf he asserts dissenters rights. The rights of a partialdissenter under this subsection are determined as if the shares as to which hedissents and his other shares were registered in the names of differentstockholders.

2. A beneficial stockholder may assert dissentersrights as to shares held on his behalf only if:

(a) He submits to the subject corporation the writtenconsent of the stockholder of record to the dissent not later than the time thebeneficial stockholder asserts dissenters rights; and

(b) He does so with respect to all shares of which heis the beneficial stockholder or over which he has power to direct the vote.

(Added to NRS by 1995, 2089)

NRS 92A.410 Notificationof stockholders regarding right of dissent.

1. If a proposed corporate action creating dissentersrights is submitted to a vote at a stockholders meeting, the notice of themeeting must state that stockholders are or may be entitled to assert dissentersrights under NRS 92A.300 to 92A.500, inclusive, and be accompanied bya copy of those sections.

2. If the corporate action creating dissenters rightsis taken by written consent of the stockholders or without a vote of thestockholders, the domestic corporation shall notify in writing all stockholdersentitled to assert dissenters rights that the action was taken and send themthe dissenters notice described in NRS92A.430.

(Added to NRS by 1995, 2089; A 1997, 730)

NRS 92A.420 Prerequisitesto demand for payment for shares.

1. If a proposed corporate action creating dissentersrights is submitted to a vote at a stockholders meeting, a stockholder whowishes to assert dissenters rights:

(a) Must deliver to the subject corporation, before thevote is taken, written notice of his intent to demand payment for his shares ifthe proposed action is effectuated; and

(b) Must not vote his shares in favor of the proposedaction.

2. If a proposed corporate action creating dissentersrights is taken by written consent of the stockholders, a stockholder whowishes to assert dissenters rights must not consent to or approve the proposedcorporate action.

3. A stockholder who does not satisfy the requirementsof subsection 1 or 2 and NRS 92A.400is not entitled to payment for his shares under this chapter.

(Added to NRS by 1995, 2089; A 1999, 1631; 2005, 2204)

NRS 92A.430 Dissentersnotice: Delivery to stockholders entitled to assert rights; contents.

1. The subject corporation shall deliver a writtendissenters notice to all stockholders entitled to assert dissenters rights.

2. The dissenters notice must be sent no later than10 days after the effectuation of the corporate action, and must:

(a) State where the demand for payment must be sent andwhere and when certificates, if any, for shares must be deposited;

(b) Inform the holders of shares not represented bycertificates to what extent the transfer of the shares will be restricted afterthe demand for payment is received;

(c) Supply a form for demanding payment that includesthe date of the first announcement to the news media or to the stockholders ofthe terms of the proposed action and requires that the person assertingdissenters rights certify whether or not he acquired beneficial ownership ofthe shares before that date;

(d) Set a date by which the subject corporation mustreceive the demand for payment, which may not be less than 30 nor more than 60days after the date the notice is delivered; and

(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.

(Added to NRS by 1995, 2089; A 2005, 2205)

NRS 92A.440 Demandfor payment and deposit of certificates; retention of rights of stockholder.

1. A stockholder to whom a dissenters notice is sentmust:

(a) Demand payment;

(b) Certify whether he or the beneficial owner on whosebehalf he is dissenting, as the case may be, acquired beneficial ownership ofthe shares before the date required to be set forth in the dissenters noticefor this certification; and

(c) Deposit his certificates, if any, in accordancewith the terms of the notice.

2. The stockholder who demands payment and depositshis certificates, if any, before the proposed corporate action is taken retainsall other rights of a stockholder until those rights are cancelled or modifiedby the taking of the proposed corporate action.

3. The stockholder who does not demand payment ordeposit his certificates where required, each by the date set forth in thedissenters notice, is not entitled to payment for his shares under thischapter.

(Added to NRS by 1995, 2090; A 1997, 730; 2003, 3189)

NRS 92A.450 Uncertificatedshares: Authority to restrict transfer after demand for payment; retention ofrights of stockholder.

1. The subject corporation may restrict the transferof shares not represented by a certificate from the date the demand for theirpayment is received.

2. The person for whom dissenters rights are assertedas to shares not represented by a certificate retains all other rights of astockholder until those rights are cancelled or modified by the taking of theproposed corporate action.

(Added to NRS by 1995, 2090)

NRS 92A.460 Paymentfor shares: General requirements.

1. Except as otherwise provided in NRS 92A.470, within 30 days after receiptof a demand for payment, the subject corporation shall pay each dissenter whocomplied with NRS 92A.440 the amountthe subject corporation estimates to be the fair value of his shares, plusaccrued interest. The obligation of the subject corporation under thissubsection may be enforced by the district court:

(a) Of the county where the corporations registeredoffice is located; or

(b) At the election of any dissenter residing or havingits registered office in this State, of the county where the dissenter residesor has its registered office. The court shall dispose of the complaintpromptly.

2. The payment must be accompanied by:

(a) The subject corporations balance sheet as of theend of a fiscal year ending not more than 16 months before the date of payment,a statement of income for that year, a statement of changes in thestockholders equity for that year and the latest available interim financialstatements, if any;

(b) A statement of the subject corporations estimateof the fair value of the shares;

(c) An explanation of how the interest was calculated;

(d) A statement of the dissenters rights to demandpayment under NRS 92A.480; and

(e) A copy of NRS92A.300 to 92A.500, inclusive.

(Added to NRS by 1995, 2090)

NRS 92A.470 Paymentfor shares: Shares acquired on or after date of dissenters notice.

1. A subject corporation may elect to withhold paymentfrom a dissenter unless he was the beneficial owner of the shares before the dateset forth in the dissenters notice as the date of the first announcement tothe news media or to the stockholders of the terms of the proposed action.

2. To the extent the subject corporation elects towithhold payment, after taking the proposed action, it shall estimate the fairvalue of the shares, plus accrued interest, and shall offer to pay this amountto each dissenter who agrees to accept it in full satisfaction of his demand.The subject corporation shall send with its offer a statement of its estimateof the fair value of the shares, an explanation of how the interest wascalculated, and a statement of the dissenters right to demand payment pursuantto NRS 92A.480.

(Added to NRS by 1995, 2091)

NRS 92A.480 Dissentersestimate of fair value: Notification of subject corporation; demand for paymentof estimate.

1. A dissenter may notify the subject corporation inwriting of his own estimate of the fair value of his shares and the amount ofinterest due, and demand payment of his estimate, less any payment pursuant to NRS 92A.460, or reject the offer pursuantto NRS 92A.470 and demand payment ofthe fair value of his shares and interest due, if he believes that the amountpaid pursuant to NRS 92A.460 oroffered pursuant to NRS 92A.470 isless than the fair value of his shares or that the interest due is incorrectlycalculated.

2. A dissenter waives his right to demand paymentpursuant to this section unless he notifies the subject corporation of hisdemand in writing within 30 days after the subject corporation made or offeredpayment for his shares.

(Added to NRS by 1995, 2091)

NRS 92A.490 Legalproceeding to determine fair value: Duties of subject corporation; powers ofcourt; rights of dissenter.

1. If a demand for payment remains unsettled, thesubject corporation shall commence a proceeding within 60 days after receivingthe demand and petition the court to determine the fair value of the shares andaccrued interest. If the subject corporation does not commence the proceedingwithin the 60-day period, it shall pay each dissenter whose demand remainsunsettled the amount demanded.

2. A subject corporation shall commence the proceedingin the district court of the county where its registered office is located. Ifthe subject corporation is a foreign entity without a resident agent in theState, it shall commence the proceeding in the county where the registeredoffice of the domestic corporation merged with or whose shares were acquired bythe foreign entity was located.

3. The subject corporation shall make all dissenters,whether or not residents of Nevada, whose demands remain unsettled, parties tothe proceeding as in an action against their shares. All parties must be servedwith a copy of the petition. Nonresidents may be served by registered orcertified mail or by publication as provided by law.

4. The jurisdiction of the court in which theproceeding is commenced under subsection 2 is plenary and exclusive. The courtmay appoint one or more persons as appraisers to receive evidence and recommenda decision on the question of fair value. The appraisers have the powersdescribed in the order appointing them, or any amendment thereto. The dissentersare entitled to the same discovery rights as parties in other civilproceedings.

5. Each dissenter who is made a party to theproceeding is entitled to a judgment:

(a) For the amount, if any, by which the court findsthe fair value of his shares, plus interest, exceeds the amount paid by thesubject corporation; or

(b) For the fair value, plus accrued interest, of hisafter-acquired shares for which the subject corporation elected to withholdpayment pursuant to NRS 92A.470.

(Added to NRS by 1995, 2091)

NRS 92A.500 Legalproceeding to determine fair value: Assessment of costs and fees.

1. The court in a proceeding to determine fair valueshall determine all of the costs of the proceeding, including the reasonablecompensation and expenses of any appraisers appointed by the court. The courtshall assess the costs against the subject corporation, except that the courtmay assess costs against all or some of the dissenters, in amounts the courtfinds equitable, to the extent the court finds the dissenters actedarbitrarily, vexatiously or not in good faith in demanding payment.

2. The court may also assess the fees and expenses ofthe counsel and experts for the respective parties, in amounts the court findsequitable:

(a) Against the subject corporation and in favor of alldissenters if the court finds the subject corporation did not substantiallycomply with the requirements of NRS92A.300 to 92A.500, inclusive; or

(b) Against either the subject corporation or adissenter in favor of any other party, if the court finds that the partyagainst whom the fees and expenses are assessed acted arbitrarily, vexatiouslyor not in good faith with respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.

3. If the court finds that the services of counsel forany dissenter were of substantial benefit to other dissenters similarlysituated, and that the fees for those services should not be assessed againstthe subject corporation, the court may award to those counsel reasonable feesto be paid out of the amounts awarded to the dissenters who were benefited.

4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess thecosts against the subject corporation, except that the court may assess costsagainst all or some of the dissenters who are parties to the proceeding, inamounts the court finds equitable, to the extent the court finds that suchparties did not act in good faith in instituting the proceeding.

5. This section does not preclude any party in aproceeding commenced pursuant to NRS92A.460 or 92A.490 from applyingthe provisions of N.R.C.P. 68or NRS 17.115.

(Added to NRS by 1995, 2092)

 

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