Effect of Plans Operated by Acquired Companies. If a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan. Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Eligible Persons prior to such acquisition or combination.

2.6Absence of Certain Changes or Events. Except as contemplated by this Agreement, since the Balance Sheet Date, # the business of each Acquired Company has been conducted in all material respects in the ordinary course of business and # there has not occurred any Material Adverse Effect. The Business is the only business operation carried on by the Acquired Companies, and the assets, rights and properties of the Acquired Companies are being and have been for the last three (3) years operated and maintained in accordance with Good Utility Practice.

Related Companies. The term "Related Company" means any company during any period in which it is a "parent company" (as that term is defined in Code section 424(e)) with respect to the Company, or a "subsidiary corporation" (as that term is defined in Code section 424(f)) with respect to the Company.

A Client Company will be [[Entergy Services:Organization]] or an associate company. All such companies will be served at cost as provided in Section III and Exhibit II.

2.1Organization and Qualification; No Subsidiaries. AEP is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York, and AEP TransCo is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Acquired Companies are corporations duly incorporated, validly existing and in good standing under the Laws of the State of Kentucky. Each of the Acquired Companies has all requisite corporate power and authority to carry on its respective businesses as now being conducted and to own, lease and operate its properties and assets where such properties or assets are now owned, leased or operated, and is qualified to do business and is in good standing as a foreign corporation or company in each jurisdiction where the conduct of its business or the property or asset owned, leased or operated by it requires such qualification, except for any such failures that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the Acquired Companies own any equity interests in any Person. Sellers have made available to Purchaser correct and complete copies of the Organizational Documents of each of the Acquired Companies (including all amendments thereto), and each such instrument is in full force and effect.

Effect on Other Plans. All benefits under this option shall constitute special incentives and shall not affect the level of benefits provided to or received by the Participant (or the Participant's estate or beneficiaries) as part of any employee benefit plan of the Corporation or an Affiliate. This option shall not be construed to affect in any way the Participant's rights and obligations under any other plan maintained by the Corporation or an Affiliate on behalf of employees.

Effect on Other Plans. The Plan is not intended to affect and shall not affect any stock options, equity-based compensation or other benefits that the Company or its Affiliates may have provided pursuant to any agreement, plan, or program that is independent of this Plan.

Plans Become party to any Multiemployer Plan, other than any in existence on the Closing Date

Plans. In connection with the performance of the work necessary to prepare the Expansion Space for Tenant’s occupancy and business operations, including without limitation, the installation of all furniture and fixtures (“Tenant’s ES Fitout”), Tenant shall engage the Approved Contractor as Tenant’s general contractor and AHA Consulting Engineers, Inc. as Tenant’s MEP Engineer, and Perkins & Will as Tenant’s architect. Furthermore, in connection with Tenant’s ES Fitout, Tenant shall submit to Landlord for Landlord’s approval # the name of and other reasonably requested information regarding any subcontractors performing work affecting the structural elements of, or any of the utility or Building service equipment or systems in, the Building (the “ES Subcontractors”); # on or before August 10, 2022, an electronic copy and four (4) full-sized copies of design/ development plans with sufficient information and detail to accurately describe the proposed design of the Expansion Space and document the programmatic requirements for Tenant’s ES Fitout (the “ES Design/ Development Plans”), and # on or before October 25, 2022, an electronic copy and four (4) full-sized copies of a fully coordinated set of architectural, structural, mechanical, electrical and plumbing engineering plans and specifications based on the approved Design Development Plans and in a form which is sufficiently complete to allow the Approved Contractor and subcontractors to bid on the work and to obtain all applicable permits for Tenant’s ES Fitout (“Final ES Construction Drawings”). The ES Design/Development Plans and the Final ES Construction Drawings are collectively referred to herein as the “ES Plans.” Landlord’s approval of the ES Subcontractors shall not be unreasonably withheld, conditioned or delayed and Landlord's approval of the ES Design/Development Plans (and the Final ES Construction Drawings, provided that the Final ES Construction Drawings are consistent with the ES Design/Development Plans) shall not be unreasonably withheld, conditioned or delayed provided the ES Plans comply with the requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building and the Property; and provided, further that Landlord may withhold its approval in its sole discretion with respect to Restricted Alterations. Landlord’s approval is solely given for the benefit of Landlord and Tenant under this Section 3 and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of the ES Plans for any other purpose whatsoever. Any request for approval of the ES Plans shall be accompanied by # a certification from a licensed code engineer that such plans are code compliant, and # a certification from Landlord’s MEP engineer that the ES Plans are compatible with the base building design. If Tenant timely submits drafts of the ES Plans for review and approval, Landlord shall use commercially reasonable efforts to respond to any timely request for approval of the ES Plans within twelve (12) business days after receipt thereof; provided, however, so long as Perkins & Will is the architect for Tenant’s ES Fitout, Landlord shall use commercially reasonable efforts to respond to any timely request for approval of the ES Plans within five (5) business days after receipt thereof. Landlord shall notify Tenant in reasonable detail if any of the ES Plans are unsatisfactory or incomplete in any respect. In the event Landlord disapproves any of the ES Plans, Tenant shall revise the same to address Landlord’s comments and shall submit such revised ES Plan to Landlord for approval (and such process shall be continued until such ES Plan is approved by Landlord). Tenant shall not make any amendments, deletions or additions to the Final ES Construction Drawings approved by Landlord without Landlord’s prior written consent.

At Sellers’ request, Purchaser shall cause the Acquired Companies to make and/or join with the Seller Affiliated Tax Group in making any Tax election related to the Seller Affiliated Tax Group; provided, that the making of such election does not have an adverse effect in any material respect on Purchaser or the Acquired Companies for any Tax period beginning on or after the Closing.