PLAN OF COMPLETE LIQUIDATION AND
DISSOLUTION
OF
GLOBAL PREFERRED HOLDINGS, INC.
This Plan of
Complete Liquidation and Dissolution (the “Plan”) is
intended to accomplish the complete liquidation and dissolution of
Global Preferred Holdings, Inc., a Delaware corporation (the
“Company”), in accordance with the General Corporation
Law of the State of Delaware (the “General Corporation
Law”) and Section 331 of the Internal Revenue Code of
1986, as amended (the “Code”), as follows:
1. The Board
of Directors of the Company (the “Board of Directors”)
has adopted this Plan and has presented the Plan to the
Company’s stockholders (the “Stockholders”) to
take action on the Plan. If the holders of a majority in voting
power of the outstanding common stock (the “Common
Stock”) approve the adoption of this Plan, the Plan shall
constitute the adopted Plan of the Company as of the date on which
such Stockholder approval is obtained (the “Adoption
Date”). No later than thirty (30) days following the
Adoption Date, the Company shall file Form 966 with the
Internal Revenue Service.
2. Following
the Adoption Date, the Company shall file with the Secretary of
State of the State of Delaware a certificate of dissolution (the
“Certificate of Dissolution”) in accordance with the
General Corporation Law (the “Liquidation Date”). On
the Liquidation Date, the Company shall, as the Board of Directors,
in its absolute discretion, deems necessary, appropriate or
desirable, obtain any certificates required from the Delaware tax
authorities. The Board of Directors is not required to make any
distribution to the Company’s Stockholders, if at all, until
after the Liquidation Date.
3. After the
Liquidation Date, the Company shall not engage in any business
activities except to facilitate the Company’s ability to
preserve the values of its assets, wind up its business and
affairs, and distribute its assets in accordance with this
Plan.
4. From and
after the Liquidation Date, the Company shall complete the
following corporate actions:
(a) The
Company shall determine whether and when to (i) transfer the
Company’s property and assets (other than cash, cash
equivalents and accounts receivable) to a liquidating trust
(established pursuant to Section 7 hereof), or
(ii) collect, sell, exchange or otherwise dispose of all of
its property and assets in one or more transactions upon such terms
and conditions as the Board of Directors, in its absolute
discretion, deems expedient and in the best interests of the
Company and the Stockholders. In connection with such collection,
sale, exchange and other disposition, the Company shall collect or
make provision for the collection of all accounts receivable, debts
and claims owing to the Company.
(b) The
Company shall pay or, as determined by the Board of Directors, make
reasonable provision to pay, all claims and obligations of the
Company, including all contingent, conditional or unmatured claims
known to the Company and all claims which are known to the Company
but for which the identity of the claimant is unknown.
(c) The
Company shall distribute pro rata to the Stockholders, all
available cash including the cash proceeds of any sale, exchange or
disposition, except such cash, property or assets as are required
for paying or making reasonable provision for the claims and
obligations of the Company. Such distribution may occur all at once
or in a series of distributions and shall be in cash, in such
amounts, and at such time or times, as the Board of Directors or
the Trustees (as defined in Section 7 hereof), in their
absolute discretion, may determine. If and to the extent deemed
necessary, appropriate or
desirable by
the Board of Directors or the Trustees, in their absolute
discretion, the Company may establish and set aside a reasonable
amount (the “Contingency Reserve”) to satisfy claims
against the Company, including, without limitation, tax
obligations, and all expenses of the sale of the Company’s
property and assets, of the collection and defense of the
Company’s property and assets, and of the liquidation and
dissolution provided for in this Plan. The Contingency Reserve may
consist of cash and/or property.
(d) Notwithstanding
the foregoing, the Company may, if and when determined by the Board
of Directors or the Trustees, at any time after the Adoption Date
(including at any time prior to the Liquidation Date), either
(i) distribute the shares of common stock of AEGON, N.V. (the
“Aegon Stock”) owned by the Company to the Stockholders
pro rata as a dividend, or (ii) sell the shares of Aegon Stock
owned by the Company and use the proceeds to repay existing
indebtedness of the Company.
5. The
distributions to the Stockholders pursuant to Sections 4, 7
and 8 hereof shall be in complete redemption and cancellation of
all of the outstanding Common Stock of the Company. As a condition
to receipt of any distribution to the Stockholders, the Board of
Directors or the Trustees, in their absolute discretion, may
require the Stockholders to (i) surrender their certificates
evidencing the Common Stock to the Company or its agent for
recording of such distributions thereon or (ii) furnish the
Company with evidence satisfactory to the Board of Directors or the
Trustees of the loss, theft or destruction of their certificates
evidencing the Common Stock, together with such surety bond or
other security or indemnity as may be required by and satisfactory
to the Board of Directors or the Trustees (“Satisfactory
Evidence and Indemnity”). As a condition to receipt of any
final distribution to the Stockholders, the Board of Directors or
the Trustees, in their absolute discretion, may require the
Stockholders to (i) surrender their certificat
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