Nevada Revised Statutes 78.3783 – ‘Acquisition’ defined
1. Except as otherwise provided in subsections 2 and 3, ‘acquisition’ means the direct or indirect acquisition of a controlling interest.
Terms Used In Nevada Revised Statutes 78.3783
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
- Securities Exchange Act: means the Act of Congress known as the Securities Exchange Act of 1934, as amended, Nevada Revised Statutes 78.010
2. ’Acquisition’ does not include any acquisition of shares in good faith, and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive:
(a) By an acquiring person authorized pursuant to NRS 78.378 to 78.3793, inclusive, to exercise voting rights, to the extent that the new acquisition does not result in the acquiring person obtaining a controlling interest greater than that previously authorized; or
(b) Pursuant to:
(1) The laws of descent and distribution;
(2) The enforcement of a judgment;
(3) The satisfaction of a pledge or other security interest; or
(4) A merger, exchange, conversion, domestication or reorganization effected in compliance with the provisions of NRS 78.622, 92A.200 to 92A.240, inclusive, or 92A.270 to which the issuing corporation is a party.
3. ’Acquisition’ does not include any acquisition of shares listed on a national securities exchange pursuant to a tender offer under section 14(d) of the Securities Exchange Act, 15 U.S.C. § 78n(d), which shares collectively, absent the provisions of NRS 78.378 to 78.3793, inclusive, would be entitled to exercise a majority of the voting power.