EXHIBIT 2.1
PLAN OF COMPLETE LIQUIDATION AND
DISSOLUTION
OF
VIE FINANCIAL GROUP,
INC.
This Plan of Complete Liquidation
and Dissolution (the “Plan”) is intended to accomplish
the complete liquidation and dissolution of Vie Financial Group,
Inc., a Delaware corporation (the “Company”), in
accordance with Section 281(b) of the General Corporation Law of
the State of Delaware (“DGCL”) and Section 331 of the
Internal Revenue Code of 1986, as amended (the “Code”),
as follows:
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1.
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Adoption of
Plan of Liquidation . The
Board of Directors of the Company (the “Board of
Directors”) has adopted this Plan, and holders of a majority
of the outstanding shares of common stock, par value $.01 per share
(the “Common Stock”) of the Company entitled to vote
(approximately 86% of such outstanding shares), have executed
written consents under Section 228 of the DGCL approving the Plan
and ratifying the Company’s actions taken to date with
respect to the Plan. The Plan and the transactions contemplated
thereby have been approved by the Board of Directors as being
advisable and in the best interests of the Company and its
stockholders. The Plan shall constitute the adopted Plan of the
Company upon the later to occur of (a) the date of stockholder
approval referenced above; and (b) the date on which the Company
consummates the sale of all of the issued and outstanding
membership interests of Vie Securities, LLC to a third party (such
date being the “Adoption Date”). Adoption of this Plan
by holders of a majority of the outstanding Common Stock
constitutes, effective as of the Adoption Date, the approval by the
stockholders of the sale, exchange or other disposition in
liquidation of all of the property and assets of the Company,
whether such sale, exchange or other disposition occurs in one
transaction or a series of transactions (including by merger) and
shall constitute ratification of all contracts for sale, exchange
or other disposition entered into in connection with this
Plan.
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2.
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Notice of
Liquidation . As soon as
practicable after the Adoption Date but in no event later than 20
days prior to the filing of Certificate of Dissolution as provided
in Section 12 below, the Company shall take reasonable steps to
mail notice to its creditors and employees that this Plan has been
approved by the Board of Directors and the stockholders as provided
in the DGCL.
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3.
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Activities
following Adoption of Plan of Liquidation . After the Adoption Date, the Company shall not
engage in any business activities except to the extent the Board of
Directors determines to be necessary or advisable to preserve the
value of its assets, wind up its business affairs, and distribute
its assets in accordance with this Plan. From and after the
Adoption Date, the Company shall have the authority to and shall
complete in its discretion (including as to timing) the following
corporate actions:
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a.
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collect, sell, exchange or
otherwise dispose of all of its property and assets in one or more
transactions (including by merger) upon such terms and conditions
as the
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Board of Directors, in its
absolute discretion, deems expedient and in the best interests of
the Company’s stockholders;
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b.
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transfer of the
Company’s property and assets (including cash, cash
equivalents and accounts receivable) to a liquidating trust or
trusts (established pursuant to Section 7 hereof);
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c.
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pay any
distributions to creditors, employees and others pursuant to
Section 4 below;
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d.
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pursue
lawsuits, claims and arbitration awards by the Company (including
arbitration with the Toronto Stock Exchange) and defending against
the same; and
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e.
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wind up the
affairs of the Company.
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The Company will commence the sale
and disposition of its assets as soon as possible following the
Adoption Date. The Company’s activities will be limited to
continuing the Company’s remaining businesses pending the
sale or other disposition of the Company’s remaining business
units, distributing the Company’s assets in accordance with
the Plan, establishing a contingency reserve for payment of the
Company’s expenses and liabilities, including liabilities
incurred but not paid or settled prior to authorization of the
Plan, selling any of the Company’s remaining assets, and
terminating any of the Company’s remaining contracts,
agreements, relationships and other outstanding obligations. The
Company’s assets and properties may be sold in bulk to one
buyer or a small number of buyers or in a series of transactions
with numerous buyers. The Company will not be required to obtain
appraisals or other third party opinions as to the value of its
properties and assets in connection with the liquidation. In
connection with such collection, sale, exchange and other
disposition, the Company shall take reasonable steps to collect or
make provision for the collection of all accounts receivable, debts
and claims owing to the Company.
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4.
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Authorized
Distributions . The
Company (a) shall pay or make reasonable provision to pay all
claims and obligations, including all contingent, conditional or
unmatured contractual claims known to the Company, (b) shall make
such provision as will be reasonably likely to be sufficient to
provide compensation for any claim against the Company which is the
subject of a pending action, suit or proceeding to which the
Company is a party, and (c) shall make such provision as will be
reasonably likely to be sufficient to provide compensation for
claims that have not been made known to the Company or that have
not arisen but that, based on facts known to the Company, are
likely to arise or to become known to the Company within 10 years
after the date of dissolution. All such claims shall be paid in
full and any such provision for payment made shall be made in full
if there are sufficient assets. If there are insufficient assets,
such claims and obligations shall be paid or provided for according
to their priority and, among claims of equal priority, ratably to
the extent of assets legally available therefor. may pay and
otherwise provide for the payment or discharge of any liabilities
and obligations, including, without limitation, contingent or
unascertained liabilities and
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obligations determined or
otherwise reasonably estimated to be due either by the Company or a
court of competent jurisdiction. Specifically, the Company shall be
authorized to pay ongoing operating expenses of the Company. The
foregoing may be accomplished by use of one or more trusts
(including a liquidating trust), escrows, reserve funds, plans or
other arrangements as determined by the Company or required by law,
and the stockholders, by adoption of this Plan, do constitute and
appoint any agent or trustee under the arrangements provided by the
Company pursuant to this Section 4 as the agent or trustee for the
limited purposes provided in the agreement in which such purposes
are set forth. Notwithstanding the foregoing, to the extent that a
distribution or transfer of any asset cannot be effected without
the consent of a governmental authority, no such distribution or
transfer shall be effected without such consent.
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5.
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Distributions to Stockholders
. (a) Subject to Section 4, hereof,
the Company shall to the extent possible distribute pro rata to its
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 in accordance with the
liquidation preferences of the Company’s Certificate of
Incorporation. Such distribution may occur in a single distribution
or in a series of distributions and shall be in cash or assets, in
such amounts, and at such time or times, as the Board of Directors
or the Trustees (as defined in Section 8 hereof), in their absolute
discretion, may determine. If and to the extent deemed necessary,
appropriate or desirable by the Boa
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