PUBLIC LAW 104-208—SEPT. 30, 1996 110 STAT. 3009-280
one percent of the outstanding shares of the Association,
determined as of the last day of the fiscal quarter preceding
the date of enactment of this section, with each stock
warrant entitling the holder of the stock warrant to purchase from the Holding Company one share of the registered common stock of the Holding Company or the Holding Company's successors or assigns, at any time on or
before September 30, 2008. The exercise price for such
warrants shall be an amount equal to the average closing
price of the common stock of the Association for the 20
business days prior to the date of enactment of this section
on the exchange or market which is then the primary
exchange or market for the common stock of the Association. The number of shares of Holding Company common
stock subject to each stock warrant and the exercise price
of each stock warrant shall be adjusted as necessary to
reflect—
"(i) the conversion of Association common stock
into Holding Company common stock as part of the
plan of reorganization approved by the Association's
shareholders; and
"(ii) any issuance or sale of stock (including issuance or sale of treasury stock), stock split, recapitalization, reorganization, or other corporate event, if agreed
to by the Secretary of the Treasury and the Association.
" (B) AUTHORITY TO SELL OR EXERCISE STOCK WARRANTS;
DEPOSIT OF PROCEEDS.—The District of Columbia Financial
Responsibility and Management Assistance Authority is
authorized to sell or exercise the stock warrants described
in subparagraph (A). The District of Columbia Financial
Responsibility and Management Assistance Authority shall
deposit into the account established under section 3(e) of
the Student Loan Marketing Association Reorganization
Act of 1996 amounts collected from the sale and proceeds
resulting from the exercise of the stock warrants pursuant
to this subparagraph.
" (10) RESTRICTIONS ON TRANSFER OF ASSOCIATION SHARES
AND BANKRUPTCY OF ASSOCIATION. —After the reorganization
effective date, the Holding Company shall not sell, pledge,
or otherwise transfer the outstanding shares of the Association,
or agree to or cause the liquidation of the Association or cause
the Association to file a petition for bankruptcy under title
11, United States Code, without prior approval of the Secretary
of the Treasury and the Secretary of Education.
"(d) TERMINATION OF THE ASSOCIATION.—In the event the shareholders of the Association approve a plan of reorganization under
subsection (b), the Association shall dissolve, and the Association's
separate existence shall terminate on September 30, 2008, after
discharge of all outstanding debt obligations and liquidation pursuant to this subsection. The Association may dissolve pursuant to
this subsection prior to such date by notifying the Secretary of
Education and the Secretary of the Treasury of the Association's
intention to dissolve, unless within 60 days after receipt of such
notice the Secretary of Education notifies the Association that the
Association continues to be needed to serve as a lender of last
resort pursuant to section 439(q) or continues to be needed to
purchase loans under an agreement with the Secretary described
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