Delaware
The First State
Page 1
658607 8100
SR# 20242164908
Authentication: 203485221
Date: 05-15-24
You may verify this certificate online at corp.delaware.gov/authver.shtml
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE RESTATED CERTIFICATE OF “AMERICAN INTERNATIONAL
GROUP, INC.”, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF MAY,
A.D. 2024, AT 4:11 O`CLOCK P.M.
State
of
Delaware
Secretary
of
State
Division
of
Corporations
Delivered
04:09
PM
05
/
15
/
2024
FILED
04:09
PM
05
/
15
/
2024
SR
20242164908
-
File
Number
65860
7
RESTATED CERTIFICATE
OF
INCORPORATION
of
AMERICAN INTERNATIONAL GROUP, INC.
American International Group, Inc., a Delaware corporation, hereby certifies as follows:
FIRST. The name
of
the corporation is American International Group, Inc. The date
of
filing
of
its original certificate
of
incorporation with the Secretary
of
State
of
the State
of
Delaware was June 9, 1967
and
the name under which it was originally incorporated was
American International Enterprises, Inc.
SECOND. This restated certificate
of
incorporation only restates and integrates
and
does
not further amend the provisions
of
the certificate
of
incorporation
of
said corporation as
heretofore amended
or
supplemented, and there is
no
discrepancy between those provisions and
the provisions
of
this restated certificate
of
incorporation. This restated certificate
of
incorporation has been duly adopted
in
accordance with the provisions
of
Section 245
of
the
General Corporation
Law
of
the State
of
Delaware
by
the board
of
directors
of
the Company.
THIRD. The text
of
the certificate
of
incorporation is restated
to
read herein as set forth
in full:
ARTICLE ONE
Name.
The name
of
the
Company is AMERICAN INTERNATIONAL GROUP, INC.
ARTICLE TWO
Registered Office
and
Registered Agent.
The name
of
the
registered agent in the State
of
Delaware is United States Corporation
Company, whose address is 251 Little Falls Drive, in the City
of
Wilmington, County
ofNew
Castle, 19808.
ARTICLE THREE
Corporate Purposes and Powers.
The nature
of
the business
or
purposes
to
be
conducted
or
promoted
by
the Company is to
engage
in
any lawful act
or
activity for which corporations
may
be
organized under the General
Corporation Law
of
Delaware, including,
but
not
limited to, the business
of
insurance agent,
broker
or
adjuster.
ARTICLE FOUR
Capital Stock.
The total number
of
shares
of
all classes
of
stock which the Company shall have authority
to issue
is
5,100,000,000,
of
which 100,000,000 shares are to
be
Serial Preferred Stock, par value
$5.00
per
share (hereinafter called the "Serial Preferred Stock"), and 5,000,000,000 shares are to
be Common Stock, par value $2.50
per
share (hereinafter called the "Common Stock").
The voting powers, designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions thereof,
of
the Serial
Preferred Stock and the Common Stock,
in
addition to those set forth elsewhere herein, are as
follows:
(1) The Serial Preferred Stock may be issued from time to time by the Board
of
Directors, as shares
of
one or more series
of
Serial Preferred Stock, and, subject to subdivisions
(2) through (5)
of
this Article Four, the Board
of
Directors
or
a duly authorized committee
thereof
is
expressly authorized, prior to issuance, in the resolution
or
resolutions providing for
the issue
of
shares
of
each particular series, to fix the relative rights, preferences
or
limitations
of
the shares
of
the series, including
but
not limited to the following:
(a) The distinctive serial designation
of
such series which shall distinguish it
from other series;
(b) The number
of
shares included in such series, which number may be
increased
or
decreased from time to time unless otherwise provided in the resolutions
creating the series;
( c) The dividend rate or rates (
or
method
of
determining such rate or rates) for
shares
of
such series and the date or dates (
or
the method
of
determining such date
or
dates) upon which such dividends shall be payable;
( d) Whether dividends
on
the shares
of
such series shall be cumulative, and, in
the case
of
shares
of
any series having cumulative dividend rights, the date
or
dates
or
method
of
determining the date
or
dates from which dividends
on
the shares
of
such
series shall
be
cumulative;
( e) The amount
or
amounts which shall be paid out
of
the assets
of
the
Company to the holders
of
the shares
of
such series upon voluntary
or
involuntary
liquidation, dissolution
or
winding
up
of
the Company;
(
f)
The price
or
prices at which, the period or periods within which and the
terms and conditions upon which the shares
of
such series may
be
redeemed
or
exchanged, in whole or in part;
(g) The obligation,
if
any,
of
the Company to purchase
or
redeem shares
of
such series pursuant to a sinking fund or otherwise and the price
or
prices
at
which, the
2
period
or
periods within which and the terms and conditions upon which the shares
of
such series shall
be
redeemed, in whole
or
in part, pursuant to such obligation;
(h) The period
or
periods within which and the terms and conditions,
if
any,
including the price
or
prices
or
the rate
or
rates
of
conversion and the terms and
conditions
of
any adjustments thereof, upon which the shares
of
such series shall
be
convertible
at
the option
of
the holder into shares
of
any other class
of
stock or into
shares
of
any other series
of
Serial Preferred Stock, except into shares
of
a class having
rights
or
preferences as
to
dividends or distribution
of
assets upon liquidation which are
prior
or
superior
in
rank
to
those
of
the shares being converted;
(i) The voting rights,
if
any,
of
the shares
of
such series in addition to those
required
by
law, including the number
of
votes per share and any requirement for the
approval
by
the holders
of
up
to 66 2/3%
of
all Serial Preferred Stock, or
of
the shares
of
one
or
more series, or
of
both, as a condition to specified corporate action or amendments
to the Restated Certificate
of
Incorporation;
G)
The relative preference
or
priority as to the right
to
receive dividends and
the right
to
receive payments out
of
the assets
of
the Company upon voluntary
or
involuntary liquidation, dissolution
or
winding up
of
the Company; and
(k) Any other relative rights, preferences
or
limitations
of
the shares
of
the
series
not
inconsistent herewith
or
with applicable law.
(2) All Serial Preferred Stock shall rank senior to the Common Stock in respect
of
the
right to receive dividends and the right to receive payments out
of
the assets
of
the Company
upon voluntary
or
involuntary liquidation, dissolution
or
winding
up
of
the Company.
(3) Except as provided in the resolutions
of
the Board
of
Directors
or
a duly
authorized committee thereof
in
establishing the terms
of
a series
of
Serial Preferred Stock,
so
long as any series
of
Serial Preferred Stock shall
be
outstanding,
in
no event shall any dividend,
whether
in
cash
or
property,
be
paid
or
declared,
nor
shall any distribution be made,
on
any
junior stock,
nor
shall any shares
of
any junior stock
be
purchased, redeemed
or
otherwise
acquired for value
by
the Company, unless all dividends
on
any series
of
Serial Preferred Stock
for all past dividend periods
and
for the then current period shall have been paid
or
declared and
a sum sufficient for the payment thereof set apart, and unless the Company shall not
be
in
default
with respect
to
any
of
its obligations with respect to any past period with respect to any sinking
fund for any Serial Preferred Stock.
If
such payment shall have been made
in
full
to
the holders
of
any
series
of
Serial Preferred Stock, dividends may then
be
paid
on
junior stock according to
their respective rights and preferences.
( 4) In the event
of
any voluntary
or
involuntary liquidation, dissolution
or
winding up
of
the affairs
of
the Company, then, before any distribution
or
payment shall
be
made to the
holders
of
any
junior stock, the holders
of
any series
of
Serial Preferred Stock shall
be
entitled to
be
paid in full the respective amounts
of
the liquidation preferences thereof.
If
such payment
shall have been made in full
to
the holders
of
any series
of
Serial Preferred Stock, the remaining
assets and funds
of
the Company shall be distributed among the holders
of
the junior stock,
3
according to their respective rights and preferences and in each case according to their respective
shares. If, upon any liquidation, dissolution
or
winding up
of
the affairs
of
the Company, the
amounts so payable are not paid in full to the holders
of
all outstanding shares
of
any series
of
Serial Preferred Stock, the holders
of
any series
of
Serial Preferred Stock shall share ratably in
any distribution
of
assets in proportion to the full amounts to which they would otherwise be
respectively entitled. Neither the consolidation or merger
of
the Company,
nor
the sale, lease
or
conveyance
of
all or a part
of
its assets, shall be deemed a liquidation, dissolution
or
winding up
of
the affairs
of
the Company within the meaning
of
the foregoing provisions
of
this
subdivision ( 4).
(5)
No
holder
of
Serial Preferred Stock shall be entitled as a matter
of
right to
subscribe for or purchase, or have any preemptive right with respect to, any part
of
any new
or
additional issue
of
stock
of
any class whatsoever,
or
of
securities convertible into any stock
of
any class whatsoever, whether now or hereafter authorized and whether issued for cash
or
other
consideration
or
by
way
of
dividend.
(6) As used herein with respect to the Serial Preferred Stock or in any resolution
adopted by the Board
of
Directors
or
a duly authorized committee thereof providing for the issue
of
any particular series
of
the Serial Preferred Stock as authorized
by
subdivision (1)
of
this
Article Four, the following terms shall have the following meanings:
(a) The term "junior stock" shall mean the Common Stock and any other class
of
stock
of
the Company hereafter authorized over which the Serial Preferred Stock has
preference
or
priority
in
the payment
of
dividends
or
in the distribution
of
assets
on
any
voluntary
or
involuntary liquidation, dissolution or winding up
of
the Company.
(b) The term "sinking fund" shall mean any fund or requirement for the
periodic retirement
of
shares.
( c) The term "accrued dividends", with respect to any share
of
any series,
shall mean an amount computed at the annual dividend rate for the series
of
which the
particular share is a part, from the date
on
which dividends on such share became
cumulative
to
and including the date to which such dividends are to be accrued, less the
aggregate amount
of
all dividends theretofore paid thereon.
(7)
No
holder
of
any share
or
shares
of
stock
of
the Company shall be entitled as
of
right to subscribe for, purchase or receive any shares
of
stock
of
any class
or
any other securities
which the Company may issue, whether now
or
hereafter authorized, and whether such stock
or
securities be issued for money
or
for a consideration other than money
or
by
way
of
a dividend
and all such shares
of
stock
or
other securities may be issued
or
disposed
of
by
the Board
of
Directors to such persons, firms, corporations, and associations and
on
such terms as it, in its
absolute discretion, may deem advisable, without offering to stockholders then
of
record
or
any
class
of
stockholders any thereof upon the same terms
or
upon any terms.
(8) The holders
of
the shares
of
Common Stock will be entitled to one vote per share
of
such stock
on
all matters except as herein
or
by
statute otherwise provided.
4
ARTICLE FIVE
Minimum Capital.
The minimum amount
of
capital with which the Company will commence business
is
$1,000.
ARTICLE SIX
Corporate Existence.
The Company is to have perpetual existence.
ARTICLE SEVEN
Liability
of
Holders
of
Capital Stock for Corporate Debts.
The private property
of
the stockholders shall not
be
subject to the payment
of
corporate
debts to any extent whatever.
ARTICLE EIGHT
Powers
of
Board
of
Directors; Meetings; Corporate Books; Etc.
The following provisions are inserted for the management
of
the business and for the
conduct
of
the affairs
of
the Company, and for further definition, limitation and regulation
of
the
powers
of
the Company and
ofits
directors and stockholders:
(1) Subject to the provisions
of
subdivision
(1
)(i)
of
Article Four hereof, the number
of
directors
of
the Company shall be such as from time to time shall be fixed by, or
in
the
manner provided in, the By-Laws. Election
of
directors need not be
by
ballot unless the
By-Laws so provide.
(2) The Board
of
Directors shall have power:
(a) Without the assent
or
vote
of
the stockholders, to make, alter, amend,
change, add to, or repeal the By-Laws
of
the Company; to fix and vary the amount to be
reserved for any proper purpose and to abolish any such reserve in the manner
in
which it
was created; to authorize and cause to be executed mortgages and liens upon any part
of
the property
of
the Company
or
upon all
or
substantially all
of
the property
of
the
Company;
to
determine the use and disposition
of
any surplus
or
net profits and to fix the
times for the declaration and payment
of
dividends.
(b) To determine from time to time whether, and to what extent, and
at
what
times and places, and under what conditions and regulations, the accounts and books
of
the Company ( other than the stock ledger)
or
any
of
them, shall be open to the inspection
of
the stockholders.
5
( c) By resolution passed by a majority
of
the whole board, to designate one
or
more committees, each committee to consist
of
two
or
more
of
the directors
of
the
Company, which, to the extent provided in the resolution
or
in the By-Laws
of
the
Company, shall have and may exercise the powers
of
the Board ofDirectors in the
management
of
the business and affairs
of
the Company, and may authorize the seal
of
the Company to be affixed to all papers which may require it. Such committee
or
committees shall have such name
or
names as may be stated in the By-Laws
of
the
Company
or
as may be determined from time to time
by
resolution adopted by the Board
of
Directors.
( d) When and as authorized
by
the affirmative vote
of
the holders
of
a
majority
of
the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose,
or
when authorized by the written consent
of
the
holders
of
a majority
of
the voting stock issued and outstanding, to sell, lease
or
exchange
all
of
the property and assets
of
the Company, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration, which may be in
whole
or
in part shares
of
stock in, and/or other securities of, any other corporation
or
corporations, as its Board
of
Directors shall deem expedient and for the best interests
of
the Company.
(3) The directors in their discretion may submit any contract
or
act for approval or
ratification at any annual meeting
of
the stockholders
or
at any meeting
of
the stockholders
called for the purpose
of
considering any such act
or
contract, and any contract or act that shall
be approved or be ratified
by
the vote
of
the holders
of
a majority
of
the stock
of
the Company
which is represented in person
or
by
proxy at such meeting and entitled to vote thereat (provided
that a lawful quorum
of
stockholders be there represented
in
person
or
by proxy) shall be as valid
and as binding upon the Company and upon all the stockholders,
as
though it had been approved
or
ratified by every stockholder
of
the Company, whether
or
not the contract
or
act would
otherwise be open to legal attack because
of
directors' interest,
or
for any other reason.
( 4) The stockholders and directors shall have power to hold their meetings
if
the
By-Laws so provide and (except as the laws
of
the State
of
Delaware shall otherwise provide)
keep the books, documents and papers
of
the Company, outside
of
the State
of
Delaware, and to
have one
or
more offices within
or
without the State
of
Delaware, at such places as may be from
time to time designated by the By-Laws or
by
resolution
of
the stockholders or directors, except
as otherwise required by the laws
of
Delaware.
(5) In addition to the powers and authorities hereinbefore or
by
statute expressly
conferred upon them, the directors are hereby empowered to exercise all such powers and do all
such acts and things as may be exercised
or
done
by
the Company; subject, nevertheless, to the
provisions
of
the statutes
of
Delaware,
of
this certificate, and to any By-Laws from time to time
made by the stockholders; provided, however, that no By-Laws so made shall invalidate any
prior act
of
the directors which would have been valid
if
such By-Laws had not been made.
6
ARTICLE
NINE
Transactions with Directors.
No
contract
or
other transaction between the Company and any other corporation,
whether
or
not a majority
of
the shares
of
the capital stock
of
such other corporation is owned
by
the Company,
and
no
act
of
the Company shall in any
way
be
affected
or
invalidated
by
the fact
that any
of
the directors
of
the Company are financially
or
otherwise interested in,
or
are
directors
or
officers of, such other corporation;
any
director individually,
or
any
firm
of
which
such director
may
be
a member,
may
be
a party to,
or
may
be
financially
or
otherwise interested
in,
any
contract
or
transaction
of
the Company, provided that the fact that
he
or
such firm is so
interested shall
be
disclosed
or
shall have been known
to
the Board
of
Directors
or
a majority
thereof; and any director
of
the Company who is also a director
or
officer
of
such other
corporation,
or
who is so interested,
may
be
counted
in
determining the existence
of
a quorum
at
any meeting
of
the Board
of
Directors
of
the Company which shall authorize such contract
or
transaction and
may
vote thereat
to
authorize such contract
or
transaction, with like force and
effect as
ifhe
were
not
such director
or
officer
of
such other corporation
or
not so interested.
ARTICLE TEN
Indemnification
of
Directors and Officers.
The Company shall indemnify to the full extent permitted
by
law any person made,
or
threatened to
be
made, a party
to
an
action, suit
or
proceeding ( whether
ci
vil, criminal,
administrative
or
investigative)
by
reason
of
the fact that he, his testator
or
intestate is
or
was a
director, officer
or
employee
of
the Company
or
serves
or
served
any
other enterprise at the
request
of
the Company.
ARTICLE ELEVEN
Reservation
of
Right to Amend
Certificate oflncorporation.
The Company reserves the right to amend, alter, change
or
repeal any provision
contained
in
this Certificate
of
Incorporation in the manner
now
or
hereafter prescribed
by
law,
and all rights
and
powers conferred herein
on
stockholders, directors
and
officers are subject
to
this reserved power.
ARTICLE TWELVE
No
director
of
the Company shall
be
liable
to
the Company
or
its stockholders for
monetary damages for breach
of
fiduciary duty as a director, except to the extent such
an
exemption from liability
or
limitation thereof is
not
permitted under the Delaware General
Corporation Law as presently in effect
or
as the same may hereafter
be
amended.
No
amendment to
or
repeal
of
these provisions shall apply to
or
have any effect
on
the liability
or
alleged liability
of
any director
of
the Company for
or
with respect to any acts
or
omissions
of
such director occurring prior
to
such amendment
or
repeal.
7
ARTICLE THIRTEEN
Ownership Limit
(1) Definitions. As used in this ARTICLE THIRTEEN, the following capitalized
terms have the following meanings when used herein with initial capital letters (and any
references to any portions
of
Treas. Reg. § 1.382-2T shall include any successor provisions):
"Agent" has the meaning set forth in Section 5
of
this ARTICLE THIRTEEN.
"Board
of
Directors"
or
"Board" means the Board
of
Directors
of
the Company,
including any duly authorized committee thereof.
"Business Day" shall mean any day other than a Saturday, a Sunday,
or
a day on which
banking institutions in New York, New York are generally authorized or obligated
by
law
or
executive order to close.
A Person shall be deemed the "Beneficial Owner", and to have "Beneficial Ownership"
of, and to "Beneficially Own", any securities (i) which such Person is considered
to
own under
general federal income tax principles, (ii) which such Person would be deemed to indirectly or
constructively own for purposes
of
Section 3 82
of
the Code and the Treasury Regulations
promulgated thereunder
or
(iii) which any other Person Beneficially Owns, but only
if
such
Person and such other Person are part
of
the same group
of
Persons that,
with
respect to such
security, are treated as one "entity" as defined under Treasury Regulation 1.382-3(a)(l ).
"Close
of
Business"
on
any given date shall mean 5:00 p.m., New York City time
on
such date, or,
if
such date is not a Business Day, 5 :00 p.m. New York City time
on
the next
succeeding Business Day.
"Code" means the United States Internal Revenue Code
of
1986, as amended from time
to time, including any successor statute.
"Common Stock" shall mean the shares
of
Common Stock, par value $2.50
per
share,
of
the Company and shares
of
capital stock
of
the Company issued in exchange or substitution for
such Common Stock.
"Company Security"
or
"Company Securities" means (i) shares
of
Common Stock,
(ii) warrants, rights,
or
options (including options within the meaning
of
Treas. Reg. § 1.382-
2T(h)(4)(v) and Treas.
Reg.§
1.382-4(d)(9)) to purchase Securities
of
the Company and (iii) any
Stock; provided, however, that "Company Security"
or
"Company Securities" shall not mean
shares
of
Serial Preferred Stock,
par
value $5.00 per share,
of
the Company.
"Excess Securities" has the meaning given such term
in
Section 4(a)
of
this
ARTICLE THIRTEEN.
"Exchange Act" means the Securities Exchange Act
of
1934, as amended from time to
time.
8
"Expiration Date" means the earliest
of
(i) the Close
of
Business
on
the third anniversary
of
the Corporation's 2020 Annual Meeting
of
Shareholders; (ii) the date upon which the Board
of
Directors receives, at the Board's request, a report from the Company's advisors to the effect
that due to the repeal
of
Section 3
82
of
the Code, or any other change in law, this
ARTICLE THIRTEEN
is
no longer necessary for the preservation
of
Tax Benefits; (iii) the first
day
of
any taxable year
of
the Company with respect to which the Board
of
Directors receives, at
the
Board's
request, a report from the Company's advisors to the effect that no Tax Benefits may
be
carried forward; or (iv) such date as the Board
of
Directors determines for the restrictions set
forth in Section 2
of
this
AR
TI CLE THIRTEEN to terminate.
In
the case
of
a termination
of
this
ARTICLE THIRTEEN pursuant
to
clauses (ii), (iii)
or
(iv), the Board shall cause the prompt
public announcement
of
such termination in such manner as the Board determines is appropriate
under the circumstances.
"Five Percent Transaction" has the meaning set forth in Section 2
of
this
ARTICLE THIRTEEN.
"Five Percent Stockholder" means a Person with a Beneficial Ownership
of
4.99%
or
more
of
(i) the Common Stock then outstanding
or
(ii)
any
class
of
Stock ( other than Common
Stock) then outstanding.
"Market Price"
per
share
of
any securities on any date shall mean the average
of
the daily
closing prices
per
share
of
such securities (determined as described below) on each
of
the
20
consecutive Trading Days through and including the Trading Day immediately preceding such
date; provided, however, that
if
any dividend, share split or any analogous event, shall have
caused the closing prices used
to
determine the Market Price
on
any Trading Days during such
period
of20
Trading Days
not
to
be
fully comparable with the closing price
on
such date, each
such closing price so used shall
be
appropriately adjusted by the Board
of
Directors in order to
make it fully comparable with the closing price
on
such date. The closing price
per
share
of
any
securities on any Trading
Day
shall
be
the last reported sale price, regular way, or, in case no
such sale takes place
or
is quoted
on
such date, the average
of
the closing bid and asked prices,
regular way, for each share
of
such securities,
in
either case as reported
in
the principal
consolidated transaction reporting system with respect to securities listed
on
the
New
York Stock
Exchange or,
if
the securities are not listed on the New York Stock Exchange, as reported on the
NASDAQ Stock Market or,
if
the securities are
not
listed on the New York Stock Exchange
or
NASDAQ Stock Market, as reported in the principal consolidated transaction reporting system
with respect
to
the principal national securities exchange
on
which the securities are listed
or
admitted to trading or,
if
the securities are not listed
or
admitted to trading
on
any national
securities exchange, as reported
by
such other quotation system then in use or,
if
on any such
Trading Day the securities are not listed or admitted to trading on any national securities
exchange
or
quoted
by
any such quotation system, the average
of
the closing bid and asked
prices in the over-the-counter market as furnished by a professional market maker making a
market in the securities selected by the Board
of
Directors: provided, however, that
if
on
any
such Trading
Day
the securities are not listed or admitted to trading
on
a national securities
exchange
or
traded in the over-the-counter market, the closing price per share
of
such securities
on
such date shall mean the fair market value per share
of
such securities on such Trading
Day
as
determined in good faith by the Board
of
Directors, after consultation with a nationally
recognized investment banking firm.
9
"Person" shall mean any individual, firm, partnership, limited liability company, trust,
association, limited liability partnership, corporation
or
other "entity" within the meaning
of
Treasury Regulation Section 1.382-3(a)(l)(i) and shall include any successor (by merger or
otherwise)
of
any such entity.
"Prohibited Distributions" means any and all dividends
or
other distributions
paid
by
the
Company with respect to
any
Excess Securities received by a Purported Transferee.
"Prohibited Transfer" means any Transfer
or
purported Transfer
of
Company Securities
to the extent that such Transfer is prohibited and/or void under this ARTICLE THIRTEEN.
"Proposed Transaction" has the meaning set forth in Section 3(b)
of
this
ARTICLE THIRTEEN.
"Purported Transferee" has the meaning set forth in Section 4(a)
of
this
ARTICLE THIRTEEN.
"Request" has the meaning set forth in Section 3(b)
of
this ARTICLE THIRTEEN.
"Requesting Person" has the meaning set forth in Section 3(b)
of
this
ARTICLE THIRTEEN.
"Securities" and "Security" each has the meaning set forth
in
Section 7
of
this
ARTICLE THIRTEEN.
"Security Entitlement" has the meaning set forth
in
Section 8-102(a)(l 7)
of
the Delaware
Uniform Commercial Code, as amended from time to time.
"Stock" means any interest or Security Entitlement that would
be
treated as "stock"
of
the
Company pursuant to Treas.
Reg.§
1.382-2(a)(3)
or
Treas.
Reg.§
1.382-2T(f)(18).
"Subsidiary"
or
"Subsidiaries"
of
any
specified Person means any corporation
or
other
entity a majority
of
the voting power
of
the equity securities
or
a majority
of
the equity
or
membership interest is owned, directly
or
indirectly, by such Person.
"Tax Benefits" includes the net operating loss carryovers, capital loss carryovers, general
business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit
carryovers, as well as
any
loss or deduction attributable to a "net unrealized built-in loss"
of
the
Company
or
any
of
its Subsidiaries as
of
December 31, 2019, within the meaning
of
Section 382
of
the Code.
"Trading Day," when used with respect to any securities, means a day on which the
New
York Stock Exchange is open for the transaction
of
business or,
if
such securities are not listed or
admitted to trading on the New York Stock Exchange, a
day
on which the principal national
securities exchange
on
which such securities are listed
or
admitted to trading is open for the
transaction
of
business or,
if
such securities are not listed
or
admitted
to
trading
on
any national
securities exchange, a day
on
which the principal automated quotation system that reports trading
10
in such securities is
open
for transaction
of
business or,
if
such securities are not listed
on
a
national securities exchange
or
quoted
on
an
automated quotation system, a Business Day.
"Transfer'' means any direct, indirect
or
deemed sale, transfer, assignment, conveyance,
pledge
or
other disposition
or
other action taken
by
a Person, other than the Company, that alters
the Beneficial Ownership
of
any
Person. A Transfer shall also include the creation
or
grant
of
an
option (including
an
option within the meaning
of
Treas. Reg. § 1.382-2T(h)(4)(v)
or
Treas.
Reg.§
1.382-4(d)(9)) and the issuance
by
the Company
of
Stock
upon
the exercise
of
an
option
or
warrant.
For
the avoidance
of
doubt, a Transfer shall
not
include (i) the creation
or
grant
of
an
option
by
the Company
or
(ii) the issuance
or
grant
of
Stock
by
the Company ( except for stock
issued upon the exercise
of
any warrant issued
by
the Company).
"Transferee" means, with respect
to
any Transfer, any Person to whom Company
Securities are,
or
are proposed to be, Transferred.
"Transferor'' means, with respect
to
any
Transfer, any Person
by
or
from whom Company
Securities are,
or
are proposed to be, Transferred.
"Treasury Regulations" means the regulations, including temporary regulations
or
any
successor regulations promulgated under the Code, as amended from time to time.
(2) Transfer and Ownership Restrictions.
In
order to preserve the Company's ability
to use the Tax Benefits to offset income, until the Expiration Date
no
Person other than the
Company shall, except as provided
in
Section 3(a) below, Transfer
to
any
Person (and any such
attempted Transfer shall
be
void ab initio ), any direct
or
indirect interest in any Company
Securities to the extent that such Transfer,
if
effective, would cause the transferee
or
any other
Person
to
become a Five Percent Stockholder,
or
would cause the Beneficial Ownership
of
a Five
Percent Stockholder to increase (any such Transfer, a "Five Percent Transaction"). The prior
sentence shall not preclude either the Transfer to
the
Depository Trust Company ("DTC"),
Clearing
and
Depository Services ("CDS")
or
to any other securities intermediary, as such term
is defined
in§
8-102(a)(14)
of
the Delaware Uniform Commercial Code,
of
Company Securities
not previously held through DTC, CDS
or
such intermediary
or
the settlement
of
any
transactions
in
the Company Securities entered into through the facilities
of
a national securities
exchange,
any
national securities quotation system
or
any electronic
or
other
alternative trading
system; provided that,
if
such Transfer
or
the settlement
of
the transaction would result
in
a
Prohibited Transfer, such Transfer shall nonetheless
be
a Prohibited Transfer subject
to
all
of
the
provisions and limitations set forth in the remainder
of
this ARTICLE THIRTEEN.
(3) Exceptions; Waiver
of
Transfer and Ownership Restrictions.
(a) Any Transfer
of
Company Securities that would otherwise
be
prohibited
pursuant to Section 2
of
this
AR
TI CLE THIRTEEN shall nonetheless
be
permitted
if
(i) prior to such Transfer being consummated ( or,
in
the case
of
an
involuntary Transfer,
as soon as practicable after the transaction is consummated), the Board
of
Directors
approves the Transfer in accordance with Section 3(b)
or
3(c)
of
this
ARTICLE THIRTEEN (such approval
may
relate to a Transfer
or
series
of
identified
Transfers
and
may
provide the effective time
of
such transfer which could
be
retroactive),
11
(ii) such Transfer is pursuant to any transaction, including, but not limited to, a merger,
consolidation, mandatory share exchange
or
other business combination
in
which all
holders
of
Company Securities receive,
or
are offered the same opportunity to receive,
cash
or
other consideration for all such Company Securities, and upon the consummation
of
which the acquiror owns
at
least a majority
of
the
outstanding shares
of
Common
Stock
or
(iii) such Transfer is a Transfer to any employee stock ownership
or
other
employee benefit plan
of
the Company
or
a Subsidiary
of
the Company (or any entity
or
trustee holding shares
of
Common Stock for
or
pursuant to the terms
of
any such plan
or
for the purpose
of
funding any such plan
or
funding other employee benefits for
employees
of
the Company
or
of
any Subsidiary
of
the Company).
(b) The restrictions contained in this ARTICLE THIRTEEN are for the
purposes ofreducing the risk that
any
"ownership change" (as defined in the Code) with
respect to the Company
may
limit the Company's ability to utilize its Tax Benefits. The
restrictions set forth in Section 2
of
this ARTICLE THIRTEEN shall not apply to a
proposed Transfer that is a Five Percent Transaction
if
the Transferor
or
the Transferee
obtains the authorization
of
the Board
of
Directors in the manner described below.
In
connection therewith, and to provide for effective policing
of
these provisions,
any
Person who desires
to
effect a transaction that may
be
a Five Percent Transaction ( a
"Requesting Person") shall, prior to the date
of
such transaction for which
the
Requesting
Person seeks authorization (the "Proposed Transaction"), request
in
writing (a "Request")
that the Board
of
Directors review the Proposed Transaction and authorize
or
not
authorize the Proposed Transaction in accordance with this Section 3(b ). A Request shall
be
delivered
by
registered mail, return receipt requested,
to
the Secretary
of
the Company
at
the Company's principal executive office. Such Request shall
be
deemed to have
been
made when actually received
by
the Company. A Request shall include: (i) the name and
address and telephone number
of
the Requesting Person; (ii) the number
and
percentage
of
Company Securities then Beneficially Owned
by
the Requesting Person and (iii) a
reasonably detailed description
of
the Proposed Transaction
or
Proposed Transactions
by
which the Requesting Person would propose to effect a Five Percent Transaction
and
the
proposed tax treatment thereof. The Board
of
Directors shall, in good faith, endeavor to
respond to a Request within twenty (20) Business Days
of
receiving such Request;
provided that the failure
of
the Board
of
Directors to make a determination within such
period shall
be
deemed
to
constitute the denial
by
the Board
of
Directors
of
the Request.
The Requesting Person shall respond promptly to reasonable and appropriate requests for
additional information from the Company
or
the Board
of
Directors and its advisors to
assist the Board
of
Directors in making its determination. The Board
of
Directors shall
only authorize a Proposed Transaction
if
it
receives,
at
the
Board's
request, a report from
the Company's advisors
to
the effect that the Proposed Transaction does
not
create a
significant risk
of
material adverse tax consequences to the Company
or
the Board
of
Directors otherwise determines in its sole discretion that granting the Request is in the
best interests
of
the Company.
Any
Request may
be
submitted
on
a confidential basis
and, except to the extent required
by
applicable law, the Company shall maintain the
confidentiality
of
such Request and the determination
of
the Board
of
Directors with
respect thereto, unless
the
information contained
in
the Request
or
the determination
of
the Board
of
Directors with respect thereto otherwise becomes publicly available. The
Request shall
be
considered and evaluated
by
directors serving
on
the Board
of
Directors
12
who are independent
of
the Company and the Requesting Person and disinterested with
respect to the Request, who shall constitute a committee
of
the Board for this purpose,
and the action
of
a majority
of
such independent and disinterested directors, or any
committee
of
the Board consisting solely
of
these directors, shall be deemed to be the
determination
of
the Board
of
Directors for purposes
of
such Request. Furthermore, the
Board
of
Directors shall approve within ten (10) Business Days ofreceiving a Request as
provided
in
this Section 3 (b)
of
any proposed Transfer that does not cause any aggregate
increase
in
the Beneficial Ownership
of
Stock by Five Percent Stockholders (as
determined after giving effect to the proposed Transfer) over the lowest Beneficial
Ownership
of
Stock
by
such Five Percent Stockholders ( as determined immediately
before the proposed Transfer) at any time during the relevant testing period, in all cases
for purposes
of
Section 382
of
the Code.
(c) In addition to Section 3(b), the Board
of
Directors may determine that the
restrictions set forth in Section 2
of
this ARTICLE THIRTEEN shall not apply to any
particular transaction or transactions, whether
or
not a request has been made to the
Board
of
Directors, including a Request pursuant to Section 3(b)
of
this
ARTICLE THIRTEEN, subject to any conditions that it deems reasonable and
appropriate in connection therewith. Any determination
of
the Board
of
Directors
hereunder may be made prospectively
or
retroactively.
(d) The Board
of
Directors, to the fullest extent permitted
by
law, may
exercise the authority granted
by
this ARTICLE THIRTEEN through duly authorized
officers or agents
of
the Company.
( 4) Excess Securities.
(a)
No
employee
or
agent
of
the Company shall record any Prohibited
Transfer, and the purported Transferee
of
such a Prohibited Transfer (the "Purported
Transferee") shall not be recognized as a stockholder
of
the Company for any purpose
whatsoever in respect
of
the Company Securities which are the subject
of
the Prohibited
Transfer (the "Excess Securities"). Until the Excess Securities are acquired
by
another
Person in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not
be entitled to any rights thereunder, including rights
of
stockholders
of
the Company with
respect to such Excess Securities, including, without limitation, the right to vote such
Excess Securities and to receive dividends
or
distributions, whether liquidating
or
otherwise, in respect thereof,
if
any, and the Excess Securities shall be deemed to remain
with the Transferor unless and until the Excess Securities are transferred to the Agent
pursuant to Section 5
of
this ARTICLE THIRTEEN or until an approval
is
obtained
under Section 3
of
this ARTICLE THIRTEEN. After the Excess Securities have been
acquired in a Transfer that is not a Prohibited Transfer, the Company Securities shall
cease to be Excess Securities. For this purpose, any Transfer
of
Excess Securities not in
accordance with the provisions
of
this Section 4
or
Section 5
of
this ARTICLE
THIRTEEN shall also be a Prohibited Transfer.
(b) The Company may make such arrangements or issue such instructions to
its stock transfer agent as may be determined
by
the Board
of
Directors to be necessary
or
13
advisable to implement this ARTICLE THIRTEEN, including, without limitation,
authorizing,
in
accordance with Section 9
of
this ARTICLE THIRTEEN, such transfer
agent
to
require
an
affidavit from a Purported Transferee regarding such Person's
Beneficial Ownership
of
Stock and other evidence that a Transfer will not
be
prohibited
by
this
AR
TI CLE THIRTEEN as a condition to registering any Transfer.
(5) Transfer
to
Agent.
If
the Board
of
Directors determines that a Transfer
of
Company Securities constitutes a Prohibited Transfer then, upon written demand
by
the
Company sent within thirty (30) days
of
the date
on
which the Board
of
Directors determines that
the attempted Transfer constitutes a Prohibited Transfer, the Purported Transferee shall transfer
or
cause to
be
transferred any certificate or other evidence
of
ownership
of
the
Excess Securities
within the Purported Transferee's possession
or
control, together with any Prohibited
Distributions, or,
in
the case
of
uncertificated Stock, shall automatically
be
deemed to
be
transferred
to
an
agent designated
by
the Board
of
Directors (the "Agent"). The Agent shall
thereupon sell to a buyer
or
buyers, which may include the Company, the Excess Securities
transferred
to
it in one
or
more arm's-length transactions (
on
the public securities market
on
which such Excess Securities are traded,
if
possible, or otherwise privately); provided, however,
that any such sale must not constitute a Prohibited Transfer; and provided further that the Agent
shall effect such sale
or
sales in
an
orderly fashion and shall not
be
required to effect
any
such
sale within
any
specific time frame if, in the Agent's discretion, such sale
or
sales would disrupt
the market for the Company Securities, would otherwise adversely affect
the
value
of
the
Company Securities
or
would
be
in violation
of
applicable securities laws.
If
the Purported
Transferee has resold the Excess Securities before receiving the Company's demand to surrender
Excess Securities
to
the Agent, the Purported Transferee shall
be
deemed to have sold the Excess
Securities for the Agent, and shall
be
required
to
transfer
to
the Agent any Prohibited
Distributions and proceeds
of
such sale, except to the extent that the Company grants written
permission to the Purported Transferee to retain a portion
of
such sales proceeds and Prohibited
Distributions not exceeding the amount that the Purported Transferee would have received from
the Agent pursuant to Section 6
of
this ARTICLE THIRTEEN
if
the Agent rather than the
Purported Transferee had resold the Excess Securities for
an
amount equal to the proceeds
of
such sale
by
the Purported Transferee ( and taking into account only the actual costs incurred
by
the Agent).
(6) Application
of
Proceeds and Prohibited Distributions. The Agent shall apply any
proceeds
of
a sale
by
it
of
Excess Securities and,
if
the Purported Transferee has previously
resold the Excess Securities, any amounts received
by
the Agent from a Purported Transferee,
together, in either case, with any Prohibited Distributions, as follows: (a) first, such amounts
shall
be
paid to the Agent
to
the extent necessary
to
cover its costs and expenses incurred in
connection with its duties hereunder; (b) second, any remaining amounts shall
be
paid to the
Purported Transferee,
up
to
the amount paid
by
the Purported Transferee for the Excess
Securities ( or the Market Price at the time
of
the Transfer, in the event the purported Transfer
of
the Excess Securities was,
in
whole
or
in
part, a gift, inheritance or similar Transfer); and
( c) third,
any
remaining amounts shall be paid to the Transferor that was party to the subject
Prohibited Transfer, or,
if
the Transferor that was party to the subject Prohibited Transfer cannot
be
readily identified, to one
or
more organizations qualifying under section 501 ( c )(3)
of
the Code
(
or
any comparable successor provision) selected
by
the Board
of
Directors. The Purported
Transferee
of
Excess Securities shall have no claim, cause
of
action or any other recourse
14
whatsoever against
any
Transferor
of
Excess Securities. The Purported Transferee's sole right
with respect
to
such shares shall be limited to the amount payable to the Purported Transferee
pursuant to this Section 6. In no event shall the proceeds
of
any sale
of
Excess Securities
pursuant to this Section 6 inure to the benefit
of
the Company
or
the Agent, except
to
the extent
used
to
cover costs and expenses incurred
by
the Agent in performing its duties hereunder.
(7) Modification
of
Remedies for Certain Indirect Transfers. In the event
of
any
Transfer that does
not
involve a transfer
of
securities
of
the Company within the meaning
of
Delaware law ("Securities," and individually, a "Security") but which would cause the transferee
or
any
other Person
to
become a Five Percent Stockholder,
or
would cause
the
Beneficial
Ownership
of
a Five Percent Stockholder
to
increase, the application
of
Section 5 and Section 6
of
this ARTICLE THIRTEEN shall
be
modified as described
in
this Section 7.
In
such case, no
such Five Percent Stockholder shall
be
required to dispose
of
any interest that is not a Security,
but such Five Percent Stockholder and/or any Person whose ownership
of
Securities is attributed
to such Five Percent Stockholder shall
be
deemed
to
have disposed
of
and shall
be
required to
dispose
of
sufficient Securities (which Securities shall be disposed
of
in the inverse order in
which they were acquired) to cause such Five Percent Stockholder, following such disposition,
not to
be
in violation
of
this ARTICLE THIRTEEN. Such disposition shall
be
deemed to occur
simultaneously with the Transfer giving rise to the application
of
this provision,
and
such
number
of
Securities that are deemed to
be
disposed
of
shall
be
considered Excess Securities
and
shall
be
disposed
of
through the Agent as provided in Sections 5 and 6
of
this
ARTICLE THIRTEEN, except that the maximum aggregate amount payable either
to
such Five
Percent Stockholder,
or
to
such other Person that was the direct holder
of
such Excess Securities,
in connection with such sale shall
be
the Market Price
of
such Excess Securities at the time
of
the
purported Transfer. All expenses incurred
by
the Agent in disposing
of
such Excess Securities
shall
be
paid out
of
any amounts due such Five Percent Stockholder or such other Person. The
purpose
of
this Section 7 is
to
extend the restrictions
in
Sections 2 and 4
of
this ARTICLE
THIRTEEN to situations in which there
is
a Five Percent Transaction without a direct Transfer
of
Securities, and this Section 7, along with the other provisions
of
this ARTICLE THIRTEEN,
shall
be
interpreted
to
produce the same results, with differences as the context requires, as a
direct Transfer
of
Company Securities.
(8) Legal Proceedings: Prompt Enforcement.
If
the Purported Transferee fails to
surrender the Excess Securities
or
the proceeds
of
a sale thereof, in either case, with any
Prohibited Distributions, to the Agent within thirty (30) days from the date
on
which the
Company makes a written demand pursuant to Section 5
of
this ARTICLE THIRTEEN (whether
or
not made within the time specified in Section 5
of
this ARTICLE THIRTEEN), then the
Company may take any actions it deems necessary to enforce the provisions hereof, including
the institution
oflegal
proceedings to compel the surrender. Nothing
in
this Section 8 shall
(a)
be
deemed inconsistent with any Transfer
of
the
Excess Securities provided in this ARTICLE
THIRTEEN being void
ab initio, (b) preclude the Company
in
its discretion from immediately
bringing legal proceedings without a prior demand
or
( c) cause any failure
of
the Company to act
within the time periods set forth in Section 5
of
this ARTICLE THIRTEEN to constitute a
waiver
or
loss
of
any right
of
the Company under this
AR
TI CLE THIRTEEN. The Board
of
Directors may authorize such additional actions as it deems advisable to give effect to the
provisions
of
this ARTICLE THIRTEEN.
15
(9) Obligation to Provide Information. As a condition to the registration
of
the
Transfer
of
any Stock, any Person who is a beneficial, legal
or
record holder
of
Stock,
and
any
proposed Transferee and any Person controlling, controlled
by
or
under common control with the
proposed Transferee, shall provide such information, to the extent reasonably available and
legally permissible, as the Company
may
reasonably request from time to time
in
order to
determine compliance with this ARTICLE THIRTEEN
or
the status
of
the Tax Benefits
of
the
Company.
(10) Legends. The Board
of
Directors
may
require that the registration
of
the Stock on
the stock transfer books
of
the Company,
or
any
certificates issued
by
the Company evidencing
ownership
of
shares
of
Stock that are subject
to
the restrictions
on
transfer and ownership
contained
in
this ARTICLE THIRTEEN
bear
the following legend:
"THE TRANSFER
OF
SECURITIES REPRESENTED HEREBY
IS
SUBJECT TO
RESTRICTION PURSUANT TO ARTICLE THIRTEEN
OF
THE AMENDED AND
RESTATED CERTIFICATE
OF
INCORPORATION
OF
AMERICAN INTERNATIONAL
GROUP, INC.,
AS
AMENDED AND
IN
EFFECT FROM TIME TO
TIME
, A COPY OF
WHICH
MAY
BE
OBTAINED
FROM
THE COMPANY UPON REQUEST."
The Board
of
Directors
may
also require that any certificates
or
other evidence
of
ownership
issued
by
the Company evidencing ownership
of
shares
of
Stock that are subject to conditions
imposed
by
the Board
of
Directors under Section 3
of
this ARTICLE THIRTEEN also bear a
conspicuous legend referencing the applicable restrictions.
The Company shall have the power
to
make appropriate notations upon its stock transfer records
or
other evidence
of
ownership
and
to
instruct any transfer agent, registrar, securities
intermediary
or
depository with respect to the requirements
of
this ARTICLE THIRTEEN for
any uncertificated Company Securities
or
Company Securities held in
an
indirect holding
system.
(11) Authority
of
Board
of
Directors.
(a) All determinations and interpretations
of
the
Board
of
Directors shall
be
interpreted
or
determined, as the case
may
be,
by
the
Board
of
Directors in its sole
discretion and shall
be
conclusive and binding for all purposes
of
this
ARTICLE THIRTEEN.
(b) The Board
of
Directors shall have the power
to
determine all matters
necessary for assessing compliance with this ARTICLE THIRTEEN, including, without
limitation, (i) the identification
of
Five Percent Stockholders, (ii) whether a Transfer is a
Five Percent Transaction
or
a Prohibited Transfer, (iii) the Beneficial Ownership in the
Company
of
any
Five Percent Stockholder, (iv) whether
an
instrument constitutes a
Company Security, (v) the amount (or Market Price) due to a Purported Transferee
pursuant to Sections 5 and 6
of
this ARTICLE THIRTEEN, and (vi) any other matters
which the Board
of
Directors determines to
be
relevant; and the good faith determination
of
the Board
of
Directors on such matters shall
be
conclusive
and
binding for all the
purposes
of
this ARTICLE THIRTEEN.
In
addition, the Board
of
Directors may, to the
16
extent permitted
by
law, from time to time establish, modify, amend
or
rescind by-laws,
regulations and procedures
of
the Company
not
inconsistent with the provisions
of
this
ARTICLE THIRTEEN for purposes
of
determining whether
any
Transfer
of
Company
Securities would jeopardize the Company's ability
to
preserve and use the Tax Benefits
and for the orderly application, administration
and
implementation
of
this
ARTICLE THIRTEEN.
(c) Nothing contained
in
this ARTICLE THIRTEEN shall limit the authority
of
the Board
of
Directors
to
take such other action to the extent permitted
by
law as it
deems necessary
or
advisable to protect the Company and its stockholders
in
preserving
the Tax Benefits. Without limiting the generality
of
the foregoing, in the event
of
a
change
in
law making one
or
more
of
the following actions necessary
or
desirable, the
Board
of
Directors may,
by
adopting a written resolution, (i) modify the definition
of
Beneficial Ownership in the Company, Five Percent Stockholder
or
the Persons covered
by
this
AR
TI CLE THIRTEEN, (ii) modify the definitions
of
any other terms set forth in
this ARTICLE THIRTEEN
or
(iii) modify the terms
of
this ARTICLE THIRTEEN as
appropriate, in each case, in order
to
prevent
an
ownership change for purposes
of
Section 382
of
the Code (or other sections
of
the Code
or
any similar state law,
if
applicable) as a result
of
any
changes in applicable law
or
otherwise; provided, however,
that the Board
of
Directors shall not cause there to
be
such modification unless it receives
a report, at the Board's request, from the Company's advisors to the effect that such
action is reasonably necessary or advisable
to
preserve the Tax Benefits
or
that the
continuation
of
certain restrictions is no longer reasonably necessary for the preservation
of
the Tax Benefits. The Board shall cause the prompt public announcement
of
such
modification in such manner as the Board determines appropriate under the
circumstances.
In
the case
of
an
ambiguity in the application
of
any
of
the
provisions
of
this ARTICLE THIRTEEN, including any definition used herein, the Board
of
Directors
shall have the power to determine the application
of
such provisions with respect
to
any
situation based
on
its reasonable belief, understanding
or
knowledge
of
the
circumstances.
In
the event this ARTICLE THIRTEEN requires
an
action
by
the Board
of
Directors but fails to provide specific guidance with respect to such action, the Board
of
Directors shall have the power to determine the action to
be
taken so long as such
action is not contrary
to
the provisions
of
this ARTICLE THIRTEEN. All such actions,
calculations, interpretations and determinations that are done or made
by
the Board
of
Directors in good faith shall
be
conclusive and binding
on
the Company, the Agent, and
all other Persons for all other purposes
of
this ARTICLE THIRTEEN. The Board
of
Directors may delegate all or
any
portion
of
its duties and powers under this ARTICLE
THIRTEEN to a committee
of
the Board
of
Directors as it deems necessary
or
advisable
and, to the fullest extent permitted
by
law, may exercise the authority granted
by
this
ARTICLE THIRTEEN through duly authorized officers or agents
of
the Company.
(12) Reliance. To the fullest extent permitted
by
law, the Company and the members
of
the Board
of
Directors shall
be
fully protected
in
relying in good faith upon the information,
opinions, reports or statements
of
the
chief
executive officer, the
chief
financial officer, the
chief
accounting officer
or
the corporate controller
or
other executive officers
of
the Company
or
of
the Company's legal counsel, independent auditors, transfer agent, investment bankers or other
employees and agents in making the determinations and findings contemplated
by
this
17
ARTICLE THIRTEEN, and the members
of
the Board
of
Directors shall
not
be
responsible for
any good faith errors made
in
connection therewith.
For
purposes
of
determining the existence
and identity of, and the amount
of
any Company Securities Beneficially Owned
by
any
stockholder, the Company is entitled
to
rely on the existence
and
absence
of
filings
of
Schedule
13D
or
13G under the Exchange Act (or similar filings), as
of
any date, subject to its actual
knowledge
of
the ownership
of
Company Securities.
(13) Benefits
of
This ARTICLE THIRTEEN. Nothing
in
this ARTICLE THIRTEEN
shall
be
construed to give to any Person other than the Company
or
the Agent any legal or
equitable right, remedy
or
claim under this ARTICLE THIRTEEN. This ARTICLE THIRTEEN
shall
be
for the sole and exclusive benefit
of
the Company and the Agent.
(14) Severability. The purpose
of
this ARTICLE THIRTEEN is to facilitate the
Company's ability to maintain
or
preserve its Tax Benefits.
If
any provision
of
this
ARTICLE THIRTEEN
or
the application
of
any such provision to any Person
or
under any
circumstance shall
be
held
invalid, illegal
or
unenforceable in any respect
by
a court
of
competent jurisdiction, such invalidity, illegality
or
unenforceability shall
not
affect any other
provision
of
this ARTICLE THIRTEEN.
(15) Waiver. With regard to any power, remedy or right provided herein
or
otherwise
available
to
the Company or the Agent under this ARTICLE THIRTEEN, (a) no waiver will
be
effective unless expressly contained
in
a writing signed
by
the waiving party, and (b) no
alteration, modification or impairment will be implied
by
reason
of
any
previous waiver,
extension
of
time, delay
or
omission in exercise,
or
other indulgence.
(16) Limitation
of
Liability. To the maximum extent permitted
by
Delaware law, no
director
of
the Company shall
be
liable for any breach
of
any
duty under this
ARTICLE THIRTEEN, it being understood that no director shall
be
responsible to the
Corporation, any stockholder
or
any
other Person for
any
action taken
or
omitted to
be
taken
under this ARTICLE THIRTEEN.
In
particular, without creating any liability to any Person, the
Board may distinguish between stockholders
in
connection with
any
Request under this
ARTICLE THIRTEEN.
18
UQCU.:>IQO
cnvetope
JL,J;
t$lib~l4L.JJ•l>tit,K;•41,,;U4-AA53-AF5C0582F98O
IN
WITNESS
WHEREOF,
said
AMERICAN
INTERNATIONAL
GROUP,
INC.
has
caused its corporate seal to be hereunto affixed and thisRestated Certificate ofincorporation
to
be
signed
by
Rose
Marie
E. Glazer,its Executive Vice President, Genend Counsel and Christina
Banthin, its Senior Vice President and Corporate Secretary, this 15th
day
of
May,
2024.
AMERICAN
INTERNATIONAL
GROUP,
INC.
DocuS1$1ned
by:
By
t..iM~a¥
52B-16495794B-4F7
"
Rose
Marie
E.
Glazer
Executive Vice President, General Counsel
It
DocuSigned
by:
By
~~~~~~
Christina Banthin
Senior Vice President and Corporate. Secretary
19
