Liquidating trust agreement
The Company's transfer agent will deliver such a certified copy of the Company's stockholder list to the Trustee within a reasonable time after such date.
For ease of administration, the Trustee shall express the Beneficial Interest of each Beneficiary in terms of units (" Units ").
ARTICLE III BENEFICIARIES 3.1 Beneficial Interests .
(a) The Beneficial Interest of each Initial Beneficiary shall be determined in accordance with a certified copy of the Company's stockholder list as of the Record Date.
(k) " Stockholders " shall mean the holders of record of the outstanding Shares of the Company at the close of business on the Record Date.The Company hereby grants, delivers, releases, assigns and conveys to the Trustee, to be held in trust for the benefit of the Beneficiaries of the Trust, all of the Company's right, title, interest in, to and under, the Transferred Assets, for the uses and purposes stated herein, subject to the terms and provisions set out below, and the Trustee hereby accepts such Transferred Assets, subject to the following terms and provisions.Further, at such future date as the Trustee and the Company may mutually agree, the Company may subsequent to the date hereof, grant, deliver, release, assign and convey to the Trustee, to be held in trust for the benefit of the Beneficiaries of the Trust, all of the Company's right, title, interest in, to and under, the Excluded Assets, for the uses and purposes stated herein, subject to the terms and provisions set out below, and the Trustee hereby agrees to accept such Excluded Assets, subject to the following terms and provisions. (a) The Trust is organized for the sole purpose of winding up the Company's affairs and the liquidation of the Transferred Assets with no objective to continue or engage in the conduct of a trade or business.(d) " Beneficiary " shall mean, initially, each Initial Beneficiary and, thereafter, each Initial Beneficiary who holds Units and each transferee of Units initially held by an Initial Beneficiary and subsequently transferred to such transferee pursuant to and in accordance with the terms and conditions of this Agreement.(e) " Excluded Assets " shall mean all right, title and interest of the Company in any directors and officers liability insurance policies in force on the date hereof.
The Trustee shall file all tax returns required to be filed with any governmental agency consistent with this position, including, but not limited to, any returns required of grantor trusts pursuant to Section 1.671-4(a) of the Income Tax Regulations. In no event shall any part of the Trust Assets revert to or be distributed to the Company. Such Persons as shall have the right and power to so act, will, upon reasonable request of the Trustee, execute, acknowledge, and deliver such further instruments and do such further acts as may be necessary or proper to carry out effectively the purposes of this Agreement, to confirm or effectuate the transfer to the Trustee of any property intended to be covered hereby, and to vest in the Trustee and their successors and assigns, the estate, powers, instruments or funds in trust hereunder. The Trustee, in his capacity as Trustee hereunder and not in his individual capacity, hereby assumes all Liabilities and agrees hereafter to cause the Trust to pay, discharge and perform when due all of the Liabilities.