Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.
1. An acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders.
2. If an acquiring person so requests in an offeror’s statement delivered pursuant to NRS 78.3789, and if he gives an undertaking to pay the expenses of the meeting, the directors of the corporation shall, within 10 days after delivery of the statement, call a special meeting of the stockholders to determine the voting rights to be accorded the control shares.
3. A notice of any meeting of stockholders at which the question of voting rights is to be determined must be accompanied by:
(a) A complete copy of the offeror’s statement; and
(b) A statement of the board of directors of the corporation setting forth the position of the board with respect to the acquisition or, if it is the case, stating that the board makes no recommendation concerning the matter.
4. A special meeting of stockholders called pursuant to this section:
(a) Must not be held before the expiration of 30 days after the delivery of the offeror’s statement, unless the statement contains a request that the meeting be held sooner.
(b) Must be held within 50 days after the delivery of the statement, unless the acquiring person otherwise agrees in writing that the meeting may be held after that time.
5. If the offeror’s statement does not include a request that a special meeting be called, the question of voting rights must be presented to the next special or annual meeting of the stockholders.
Last modified: February 26, 2006