Nevada Code § 78.378

Applicability; imposition of stricter requirements; protection of corporation and its stockholders
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1. The provisions of NRS 78.378 to 78.3793 , inclusive, apply to any
acquisition of a controlling interest in an issuing corporation unless the
articles of incorporation or bylaws of the corporation in effect on the 10th
day following the acquisition of a controlling interest by an acquiring person
provide that the provisions of those sections do not apply to the corporation
or to an acquisition of a controlling interest specifically by types of existing
or future stockholders, whether or not identified.
2. The articles of incorporation, the
bylaws or a resolution adopted by the directors of the issuing corporation may
impose stricter requirements on the acquisition of a controlling interest in the
corporation than the provisions of NRS
78.378 to 78.3793 , inclusive.
3. Without limiting the provisions of NRS 78.138 or 78.139 , the provisions of NRS 78.378 to 78.3793 , inclusive, do not restrict the
directors of an issuing corporation from taking action not in circumvention or
contravention of this title to protect the long-term or short-term interests of
the corporation or the long-term or short-term interests of the corporations
stockholders, including, but not limited to, adopting or signing plans,
arrangements or instruments that issue, grant or deny rights or options
pursuant to NRS 78.200 to a holder or
holders of a specified number of shares or percentage of share ownership or
voting power, for the purpose of having the effect of granting or denying
rights, privileges, power or authority to any such holder or holders.

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