6. Cessation of Business Activities. From and after the Effective Date, the Company shall not engage in any business or other activity except as necessary to preserve the value of its assets, wind up its affairs in an orderly and businesslike manner, and distribute its assets in accordance with this Plan, or as the Board of Directors may determine to be appropriate in connection therewith and to complete the liquidation and winding up of the Company, all in accordance with the DGCL.
7. Liquidating Trust, Escrow Account or Similar Account. Except as may be limited by law, if the Board of Directors deems it necessary, appropriate or desirable in order to effect the completion of this Plan, the Board of Directors may establish a liquidating trust, escrow account or similar account for the benefit of the Companys stockholders and may transfer to the liquidating trustee(s) or such account(s) (a) any assets the retention of which may be necessary or advisable to pay or make provision for the payment of (i) any claims that are the subject of a pending action, suit, or proceeding, (ii) contingent, conditional, or unmatured claims and obligations of the Company, (iii) unknown claims or claims that have not yet arisen but that, based on facts known to the Company, are likely to be made known or to arise in the future, and (iv) expenses in connection with the ongoing liquidation and winding up of the Company (and/or the carrying out of the purposes, affairs, and operation of any such liquidating trust or account), as well as (b) any assets held on behalf of stockholders who cannot be located. The interests of the Companys stockholders in any liquidating trust or account shall not be transferable except by operation of law or upon death of the recipient. At the time a liquidating trust, escrow account or similar account is established, the Board of Directors shall appoint such individual(s), who may include persons who are also officers or directors of the Company, or entity(s) as it deems appropriate to serve as the trustee(s) or agent(s), and cause the Company to enter into a liquidating trust agreement(s), escrow agreement(s) or similar agreement(s) with such trustee(s) or agent(s), on such terms and conditions as the Board of Directors deems necessary, appropriate or desirable. Adoption of this Plan by the holders of a majority of the outstanding stock of the Company entitled to vote thereon shall constitute the approval of the Companys stockholders of any such appointment and any such liquidating trust, escrow agreement or similar agreement.
8. Dissolution Pursuant to DGCL Section 280. If the Board of Directors determines to follow the procedures set forth in Section 280 of the DGCL, then the Board of Directors shall be authorized to take or cause to be taken all additional steps and actions necessary, appropriate or desirable to comply with Sections 280 and 281(a) of the DGCL, including, without limitation, providing notice to claimants, publishing notice of dissolution, petitioning the Court of Chancery of the State of Delaware to make any determinations of security or provision required by statute, payment of claims, and posting any court-ordered security.
9. Dissolution Pursuant to DGCL Section 281(b). Notwithstanding the foregoing, the Company shall not be required to follow the procedures set forth in Sections 280 and 281(a) of the DGCL, and the adoption of this Plan by the requisite vote of the stockholders of the Company shall constitute full and complete authority for the Board of Directors and the officers of the Company, without further stockholder action, to proceed with the dissolution and liquidation of the Company in accordance with any applicable provision of the DGCL, including, without limitation, Section 281(b) of the DGCL.
10. Expenses of Dissolution;Compensation. The Board of Directors and officers of the Company shall take all remaining action required to be taken by the Company, including, without limitation, authorizing and directing the payment of or making provision for the payment of all expenses, liabilities, and obligations of the Company incurred in connection with the dissolution, liquidation, and winding up of the Company as provided for herein. Without limiting the foregoing, in connection with and for the purpose of implementing and assuring completion of this Plan, the Company may, in the discretion of the Board of Directors (or any trustee(s) or agent(s) as may be appointed by the Board of Directors under this Plan) pay the Companys officers, directors, employees, agents, and their representatives, or any of them, compensation or additional compensation above their regular compensation, in cash or other property, and may provide for indemnification (including advancement of expenses) to such persons, in recognition of the extraordinary efforts they, or any of them, will be required to undertake, or actually undertake in connection with the implementation of this Plan.
11. Authorization. The Board of Directors (or any trustee(s) or agent(s) as may be appointed by the Board of Directors under this Plan) is hereby authorized, without further action by the stockholders of the Company, to do and perform or cause the officers of the Company, subject to oversight by the Board of Directors (or such trustee(s) or agent(s)), to do and perform, any and all acts, to incur and pay all expenses, to adopt all votes and resolutions, and to make, execute, deliver, or adopt any and all agreements, resolutions, conveyances, certificates, and other documents of every kind that are deemed necessary, appropriate, or desirable, in the discretion of the Board of Directors (or such trustee(s) or agent(s)), for the purpose of effecting the dissolution of the Company and the