Common use of Certain Effects of the Merger Clause in Contracts

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Indiana, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaCalifornia, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana California and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaTexas, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Texas and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaNew York, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana New York and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaConnecticut, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Connecticut and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons Persons will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that personPerson's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaMaryland, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Maryland and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a1) Newco USC Sub will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawCGCL and the DGCL, (b2) Newco USC Sub will cease to exist as a separate legal entity, (c3) the articles of incorporation of the Company will be amended to change its the Company's authorized shares of capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawCGCL and the DGCL, (ia) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco USC Sub and (iib) be governed by the laws of the State of IndianaCalifornia, (e5) the Charter Documents of the Company then in effect (after giving effect to the amendment of to the Company's articles of incorporation specified in clause (c3) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles of incorporation) or (iib) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f6) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.032(C) names as such, and those persons will hold the office of director of the Surviving Corporation Corporation, subject to the provisions of the applicable laws of the State of Indiana California and the Charter Documents of the Surviving Corporation, and (g7) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.032(C) sets forth, and each of those persons will serve in each office specified Schedule 2(C) specifies for that person in Schedule 2.03person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Michigan Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Michigan Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaMichigan, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Michigan and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Tennessee Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Tennessee Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaTennessee, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Tennessee and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaWashington, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Washington and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons Persons will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that personPerson's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawDGCL, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawDGCL, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaDelaware, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Delaware and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons Persons will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that personPerson's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawMGCL, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawMGCL, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaMaryland, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Maryland and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons Persons will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that personPerson's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaCalifornia, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana California and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office. The Company will remain a wholly owned subsidiary of WORK for a time period at least equal to the Restricted Period.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaTexas, (e) the Charter Documents of the Company Newco then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Texas and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Pennsylvania Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Pennsylvania Business Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaPennsylvania, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Pennsylvania and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State Commonwealth of IndianaVirginia, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State Commonwealth of Indiana Virginia and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaColorado, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Colorado and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Texas Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Texas Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaTexas, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Texas and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a1) Newco INVATEC Sub will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawABCA, (b2) Newco INVATEC Sub will cease to exist as a separate legal entity, (c3) the articles of incorporation of the Company will be amended to change its the Company's authorized shares of capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawABCA, (ia) possess all the properties and rights, and be subject to all the restrictions restrictions, duties and dutiesobligations, of the Company and Newco INVATEC Sub and (iib) be governed by the laws of the State of IndianaAlabama, (e5) the Charter Documents of the Company then in effect (after giving effect to the amendment of to the Company's articles of incorporation specified in clause (c3) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles of incorporation) or (iib) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f6) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.032(C), and those persons will hold the office of director of the Surviving Corporation Corporation, subject to the provisions of the applicable laws of the State of Indiana Alabama and the Charter Documents of the Surviving Corporation, and (g7) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.032(C), and each of those persons will serve in each office specified for that person in Schedule 2.032(C), subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a1) Newco the Company will be merged with and into the Company Invatec Sub in accordance with the provisions of the Indiana Business Corporation LawKRS, (b2) Newco the Company will cease to exist as a separate legal entity, (c3) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company Invatec Sub will be the Surviving Corporation Company and, as such, will, all with the effect provided by the Indiana Business Corporation LawKRS, (ia) possess all the properties and rights, and be subject to all the restrictions restrictions, duties and dutiesobligations, of the Company and Newco Invatec Sub and (iib) be governed by the laws of the State of IndianaKentucky, (e4) the Charter Documents of the Company Invatec Sub then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles Articles of incorporationOrganization) or (iib) their terms (in the case of the bylawsOperating Agreement)) the Charter Documents of the Surviving CorporationCompany, except that the Articles of Organization shall be amended to change the name of the Surviving Company to "Dalco, LLC," (f5) the initial board member of directors the Board of Directors of the Surviving Corporation Company will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03William E. Haynes, and those persons he will hold the office of director manager of the Surviving Corporation subject Survivixx Xxxxxxx, xxxxxct to the provisions of the applicable laws of the State of Indiana Kentucky and the Charter Documents of the Surviving CorporationCompany, and (g6) the initial officers of the Surviving Corporation Company will be as set forth in Schedule 2.03below, and each of those persons will serve in each office specified for that person in Schedule 2.03below, subject to the provisions of the Charter Documents of the Surviving CorporationCompany, until that person's successor is duly elected to, and, if necessary, qualified for, that office.: OFFICE: NAME:

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State Commonwealth of IndianaKentucky, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State Commonwealth of Indiana Kentucky and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a1) Newco USC Sub will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawDCBCA and the DGCL, (b2) Newco USC Sub will cease to exist as a separate legal entity, (c3) the articles of incorporation of the Company will be amended to change its the Company's authorized shares of capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawDCBCA and the DGCL, (ia) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco USC Sub and (iib) be governed by the laws of the State District of IndianaColumbia, (e5) the Charter Documents of the Company then in effect (after giving effect to the amendment of to the Company's articles of incorporation specified in clause (c3) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles of incorporation) or (iib) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f6) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.032(C) names as such, and those persons will hold the office of director of the Surviving Corporation Corporation, subject to the provisions of the applicable laws of the State District of Indiana Columbia and the Charter Documents of the Surviving Corporation, and (g7) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.032(C) sets forth, and each of those persons will serve in each office specified Schedule 2(C) specifies for that person in Schedule 2.03person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaNew Jersey, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana New Jersey and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation organization of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Indiana, Connecticut (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation organization specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Connecticut and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawSCBCA, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its the Company's authorized shares of capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (dc) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawSCBCA, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaSouth Carolina, (ed) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) the applicable law (in the case of the articles of incorporation) or (ii) their its terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana South Carolina and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, and the bylaws of the Company will be amended to delete Section 6.05 therefrom, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaTexas, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation and bylaws specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Texas and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaConnecticut, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Connecticut and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Washington Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Washington Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaWashington, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Washington and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana New York Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana New York Business Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaNew York, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana New York and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaTexas, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Texas and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons Persons will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that personPerson's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a1) Newco the Company will be merged with and into the Company ARS Sub in accordance with the provisions of the Indiana Business Corporation LawDGCL and the NCBCA, (b2) Newco the Company will cease to exist as a separate legal entity, (c3) the articles certificate of incorporation of the Company ARS Sub will be amended (a) to reduce the par value of its Common Stock to $.001 per share and (b) to change its authorized capital stock the name of ARS Sub to 100 shares"Metro Heating and Air Conditioning, par value $0.01 per share, of Common StockInc.", (d4) the Company ARS Sub will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawDGCL and the NCBCA, (ia) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco ARS Sub and (iib) be governed by the laws of the State of IndianaDelaware, (e5) the Charter Documents of the Company ARS Sub then in effect (after giving effect to the amendment of the CompanyARS Sub's articles certificate of incorporation specified in clause (c3) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles certificate of incorporation) or (iib) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f6) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.032(C), and those persons will hold the office of director of the Surviving Corporation Corporation, subject to the provisions of the applicable laws of the State of Indiana Delaware and the Charter Documents of the Surviving Corporation, and (g7) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.032(C), and each of those persons will serve in each office specified for that person in Schedule 2.032(C), subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Nevada General Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Nevada General Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaNevada, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Nevada and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaCalifornia, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana California and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons Persons will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that personPerson's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaNew Jersey, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana New Jersey and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, Time (a1) Newco the Company will be merged with and into the Company Invatec Sub in accordance with the provisions of the Indiana Business Delaware General Corporation Law, (b2) Newco the Company will cease to exist as a separate legal entity, (c3) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company Invatec Sub will be the Surviving Corporation Company and, as such, will, all with the effect provided by the Indiana Business Delaware General Corporation Law, Law (ia) possess all the properties and rights, and be subject to all the restrictions restrictions, duties and dutiesobligations, of the Company and Newco Invatec Sub and (iib) be governed by the laws of the State of IndianaDelaware, (e4) the Charter Documents of the Company Invatec Sub then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles Certificate of incorporationIncorporation) or (iib) their terms (in the case of the bylawsBylaws)) the Charter Documents of the Surviving CorporationCompany, except that the Certificate of Incorporation shall be amended to change the name of the Surviving Company to "CECORP, Inc.," (f5) the initial board member of directors the Board of Directors of the Surviving Corporation Company will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03William E. Haynes, and those persons he will hold the office of director of the Surviving Corporation Sxxxxxxxx Xxxxxxx, subject to the provisions of the applicable laws of the State of Indiana Delaware and the Charter Documents of the Surviving CorporationCompany, and (g6) the initial officers of the Surviving Corporation Company will be as set forth in Schedule 2.03below, and each of those persons will serve in each office specified for that person in Schedule 2.03below, subject to the provisions of the Charter Documents of the Surviving CorporationCompany, until that person's successor is duly elected to, and, if necessary, qualified for, that office.: OFFICE: NAME:

Certain Effects of the Merger. At and as of the Effective Time, (a1) Newco IVT Sub will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawTBCA and the DGCL, (b2) Newco IVT Sub will cease to exist as a separate legal entity, (c3) the articles of incorporation of the Company will be amended to change its the Company's authorized shares of capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawTBCA and the DGCL, (ia) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco IVT Sub and (iib) be governed by the laws of the State of IndianaTexas, (e5) the Charter Documents of the Company then in effect (after giving effect to the amendment of to the Company's articles of incorporation specified in clause (c3) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles of incorporation) or (iib) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f6) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.032(C), and those persons will hold the office of director of the Surviving Corporation Corporation, subject to the provisions of the applicable laws of the State of Indiana Texas and the Charter Documents of the Surviving Corporation, and (g7) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.032(C), and each of those persons will serve in each office specified for that person in Schedule 2.032(C), subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaNew Hampshire, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana New Hampshire and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaDelaware, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Delaware and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons Persons will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that personPerson's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Ohio General Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Ohio General Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaOhio, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Ohio and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State District of IndianaColumbia, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State District of Indiana Columbia and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a1) Newco USC Sub will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawNJBCA and the DGCL, (b2) Newco USC Sub will cease to exist as a separate legal entity, (c3) the articles certificate of incorporation of the Company will be amended to change its the Company's authorized shares of capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawNJBCA and the DGCL, (ia) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco USC Sub and (iib) be governed by the laws of the State of IndianaNew Jersey, (e5) the Charter Documents of the Company then in effect (after giving effect to the amendment of to the Company's articles certificate of incorporation specified in clause (c3) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles certificate of incorporation) or (iib) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f6) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.032(C) names as such, and those persons will hold the office of director of the Surviving Corporation Corporation, subject to the provisions of the applicable laws of the State of Indiana New Jersey and the Charter Documents of the Surviving Corporation, and (g7) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.032(C) sets forth, and each of those persons will serve in each office specified Schedule 2(C) specifies for that person in Schedule 2.03person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Timeeffectiveness of this Agreement as provided in Article SIXTH below, (a1) Newco USC Sub will be merged with and into the Company in accordance with the provisions of the Indiana Business California General Corporation LawLaw (the “CGCL”) and the Delaware General Corporation Law (the “DGCL”), (b2) Newco USC Sub will cease to exist as a separate legal entity, (c3) the articles Articles of incorporation Incorporation of the Company will be amended to change its Company’s authorized shares of capital stock to 100 shares1,000 shares of common stock and to provide that the number of directors constituting the Board of Directors of Company shall be as from time to time specified in, par value $0.01 per shareor determined in the manner provided in, of Common Stockthe bylaws, (d4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawCGCL and the DGCL, (ia) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco USC Sub and (iib) be governed by the laws of the State of IndianaCalifornia, (e5) the Charter Documents charter documents of the Company then in effect (after giving effect to the amendment amendments to Company’s Articles of the Company's articles of incorporation Incorporation specified in clause (c3) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles Articles of incorporationIncorporation) or (iib) their terms (in the case of the bylaws)) the Charter Documents charter documents of the Surviving Corporation, (f6) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named as such in Schedule 2.03the Reorganization Agreement, and those persons will hold the office of director of the Surviving Corporation Corporation, subject to the provisions of the applicable laws of the State of Indiana California and the Charter Documents charter documents of the Surviving Corporation, and (g7) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03the Reorganization Agreement, and each of those persons will serve in each office specified for that person in Schedule 2.03the Reorganization Agreement, subject to the provisions of the Charter Documents charter documents of the Surviving Corporation, until that person's ’s successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State Commonwealth of IndianaVirginia, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State Commonwealth of Indiana Virginia and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana The General and Business Corporation LawLaw of Missouri, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana The General and Business Corporation LawLaw of Missouri, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaMissouri, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Missouri and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, ----------------------------- (a1) Newco ARS Sub will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawMGCL and the DLLCA, (b2) Newco ARS Sub will cease to exist as a separate legal entity, (c3) the articles of incorporation of the Company will be amended to change its the Company's authorized shares of capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawMGCL and the DLLCA, (ia) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco ARS Sub and (iib) be governed by the laws of the State of IndianaMaryland, (e5) the Charter Documents of the Company then in effect (after giving effect to the amendment of to the Company's articles of incorporation specified in clause (c3) of this sentence) will become and thereafter remain (until changed in accordance with (ia) applicable law (in the case of the articles of incorporation) or (iib) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f6) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.032(C), and those persons will hold the office of director of the Surviving Corporation Corporation, subject to the provisions of the applicable laws of the State of Indiana Maryland and the Charter Documents of the Surviving Corporation, and (g7) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.032(C), and each of those persons will serve in each office specified for that person in Schedule 2.032(C), subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the certificate or articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaFlorida, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's certificate or articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the certificate or articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons who will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Florida and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of those persons the Persons so designated in Schedule 2.03 will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 1,000 shares, par value $0.01 1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Indiana, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (law, in the case of the articles of incorporation) incorporation or (ii) their terms (terms, in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons Persons named in Schedule 2.03, and those persons Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons Persons will serve in each office specified for that person Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that personPerson's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Georgia Business Corporation LawCode, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Geogia Business Corporation LawCode, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaGeorgia, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Georgia and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Connecticut Business Corporation LawAct, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Connecticut Business Corporation LawAct, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of IndianaConnecticut, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana Connecticut and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.