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Mergers, Conversions, Exchanges and Domestications
Law
Nevada Revised Statutes
Mergers, Conversions, Exchanges and Domestications
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Section
92A.005
Definitions.
Section
92A.007
"Approval" and "vote" defined.
Section
92A.008
"Business trust" defined.
Section
92A.009
"Charter document" defined.
Section
92A.0075
"Articles," "articles of incorporation" and "certificate of incorporation" defined.
Section
92A.010
"Constituent document" defined.
Section
92A.015
"Constituent entity" defined.
Section
92A.020
"Domestic" defined.
Section
92A.022
"Domestic business trust" defined.
Section
92A.025
"Domestic corporation" defined.
Section
92A.027
"Domestic general partnership" defined.
Section
92A.030
"Domestic limited-liability company" defined.
Section
92A.035
"Domestic limited partnership" defined.
Section
92A.040
"Domestic nonprofit corporation" defined.
Section
92A.045
"Entity" defined.
Section
92A.050
"Exchange" defined.
Section
92A.055
"Foreign" defined.
Section
92A.060
"Limited partner" defined.
Section
92A.070
"Member" defined.
Section
92A.073
"Nonprofit cooperative corporation" defined.
Section
92A.075
"Owner" defined.
Section
92A.080
"Owner’s interest" defined.
Section
92A.083
"Principal office" defined.
Section
92A.090
"Resulting entity" defined.
Section
92A.092
"Senior executive" defined.
Section
92A.098
Notice and other communications.
Section
92A.100
Authority for merger; approval, contents and form of plan of merger.
Section
92A.105
Authority for conversion; approval, form and contents of plan of conversion.
Section
92A.110
Authority for exchange; approval, contents and form of plan of exchange.
Section
92A.120
Approval of plan of merger, conversion or exchange for domestic corporation.
Section
92A.130
Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required.
Section
92A.133
Circumstances under which vote of stockholders of publicly traded corporation not required to authorize merger in which publicly traded corporation is constituent entity.
Section
92A.135
Approval of plan of conversion for domestic general partnership.
Section
92A.140
Approval of plan of merger, conversion or exchange for domestic limited partnership.
Section
92A.150
Approval of plan of merger, conversion or exchange for domestic limited-liability company.
Section
92A.160
Approval of plan of merger or exchange for domestic nonprofit corporation.
Section
92A.162
Approval of plan of merger, conversion or exchange for nonprofit cooperative corporation.
Section
92A.165
Approval of plan of merger, conversion or exchange for domestic business trust.
Section
92A.170
Abandonment of planned merger, conversion or exchange before filing of articles.
Section
92A.175
Termination of planned merger, conversion or exchange after filing of articles.
Section
92A.180
Merger of subsidiary into parent or parent into subsidiary.
Section
92A.190
Merger or exchange with foreign entity.
Section
92A.195
Conversion of foreign or domestic entity or foreign or domestic general partnership.
Section
92A.200
Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts.
Section
92A.205
Filing requirements for conversions.
Section
92A.207
Form required for filing of records.
Section
92A.210
Filing fees.
Section
92A.220
Duty when entire plan of merger, conversion or exchange is not set forth in articles.
Section
92A.230
Signing of articles of merger, conversion or exchange.
Section
92A.240
Effective date and time of merger, conversion or exchange; articles of termination.
Section
92A.250
Effect of merger, conversion or exchange.
Section
92A.260
Liability of owner after merger, conversion or exchange.
Section
92A.270
Domestication of undomesticated organization.
Section
92A.280
Cancellation of filings.
Section
92A.300
Definitions.
Section
92A.305
"Beneficial stockholder" defined.
Section
92A.310
"Corporate action" defined.
Section
92A.315
"Dissenter" defined.
Section
92A.320
"Fair value" defined.
Section
92A.325
"Stockholder" defined.
Section
92A.330
"Stockholder of record" defined.
Section
92A.335
"Subject corporation" defined.
Section
92A.340
Computation of interest.
Section
92A.350
Rights of dissenting partner of domestic limited partnership.
Section
92A.360
Rights of dissenting member of domestic limited-liability company.
Section
92A.370
Rights of dissenting member of domestic nonprofit corporation.
Section
92A.380
Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.
Section
92A.390
Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger; shares of stock not issued and outstanding on date of first announcement of proposed action.
Section
92A.400
Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder.
Section
92A.410
Notification of stockholders regarding right of dissent.
Section
92A.420
Prerequisites to demand for payment for shares.
Section
92A.430
Dissenter’s notice: Delivery to stockholders entitled to assert rights; contents.
Section
92A.440
Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process.
Section
92A.450
Uncertificated shares: Authority to restrict transfer after demand for payment.
Section
92A.460
Payment for shares: General requirements.
Section
92A.470
Withholding payment for shares acquired on or after date of dissenter’s notice: General requirements.
Section
92A.480
Dissenter’s estimate of fair value: Notification of subject corporation; demand for payment of estimate.
Section
92A.490
Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter.
Section
92A.500
Assessment of costs and fees in certain legal proceedings.