“Acquisition” defined

1. Except as otherwise provided in subsections 2 and 3, “acquisition” means the direct or indirect acquisition of a controlling interest. 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.