Common use of Articles of Incorporation; Bylaws; Directors and Officers Clause in Contracts

Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation of Surviving Corporation from and after the Effective Time shall be the Articles of Incorporation of Company until thereafter amended in accordance with the provisions therein and as provided by the TBCA. The Bylaws of Surviving Corporation from and after the Effective Time shall be the Bylaws of Company as in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with their terms and the Articles of Incorporation of Surviving Corporation and as provided by the TBCA. The initial directors of Surviving Corporation shall be the individuals set forth on Schedule 2.1(c)(1) hereto, in each case until their successors are elected and qualified. The initial officers of Surviving Corporation shall be those individuals holding such titles set forth on Schedule 2.1(c)(2) hereto, in each case until their successors are duly elected and qualified.

Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation of Surviving Corporation from and after the Effective Time shall be the Articles of Incorporation of the Company until thereafter amended in accordance with the provisions therein and as provided by the TBCACorporations Code. The Bylaws of Surviving Corporation from and after the Effective Time shall be the Bylaws of Company Newco as in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with their terms and the Articles of Incorporation of Surviving Corporation and as provided by the TBCACorporations Code. The initial directors of Surviving Corporation shall be the individuals set forth on Schedule 2.1(c)(1) hereto, in each case until their successors are elected and qualified. The initial officers of Surviving Corporation shall be those individuals holding such titles set forth on Schedule 2.1(c)(2) hereto, in each case until their successors are duly elected and qualified.

Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation of Surviving Corporation from and after the Effective Time shall be the Articles of Incorporation of Company until thereafter amended in accordance with the provisions therein and as provided by the TBCAKentucky Statute. The Bylaws of Surviving Corporation from and after the Effective Time shall be the Bylaws of Company as in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with their terms and the Articles of Incorporation of Surviving Corporation and as provided by the TBCAKentucky Statute. The initial directors of Surviving Corporation shall be the individuals set forth on referred to in Schedule 2.1(c)(1) hereto), in each case until their successors are elected and qualified. The initial officers of Surviving Corporation shall be those individuals holding such titles set forth on in Schedule 2.1(c)(2) hereto), in each case until their successors are duly elected and qualified.

Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation of Surviving Corporation from and after At the Effective Time shall be Time, the Articles of Incorporation of Company until thereafter the Surviving Corporation shall be amended and restated in accordance with their entirety in the provisions therein manner set forth in Annex 1 attached hereto and as provided incorporated herein by the TBCAreference. The Bylaws of the Surviving Corporation from and after the Effective Time shall be the Bylaws of Company Sub as in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with their terms and the Articles of Incorporation of the Surviving Corporation and as provided by the TBCABCL. The initial directors of the Surviving Corporation shall be the individuals set forth on Schedule 2.1(c)(1) heretodirectors of Sub immediately prior to the Effective Time, in each case until their successors are elected and qualified. The , and the initial officers of the Surviving Corporation shall be those individuals holding such titles set forth on Schedule 2.1(c)(2) heretothe officers of AEL immediately prior to the Effective Time, in each case until their successors are duly elected and qualified.