Nevada Revised Statutes Title 7. Business Associations; Securities; Commodities § 78.139. Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation

1. If directors or officers take action to resist a change or potential change in control of a corporation, which action impedes the exercise of the right of stockholders to vote for or remove directors:

If those facts are found, the directors and officers have the benefit of the presumption established by subsection 3 of NRS 78.138.

2. The provisions of subsection 1 do not apply to:

3. The provisions of subsections 1 and 2 do not permit directors or officers to abrogate any right conferred by the laws of this State or the articles of incorporation.

4. Without limiting the provisions of NRS 78.138, a director may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to subsection 4 of NRS 78.138, including, without limitation, the amount or nature of the indebtedness and other obligations to which the corporation or any successor to the property of either may become subject, in connection with the change or potential change, provides reasonable grounds to believe that, within a reasonable time: