Common use of The First Merger Clause in Contracts

The First Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the First Effective Time, Merger Sub I shall be merged with and into the Company in accordance with the CICL, whereupon the separate existence of Merger Sub I shall cease and the Company shall continue as the Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The First Merger shall have the effects set forth in the CICL and other applicable Law. Accordingly, from and after the First Effective Time, the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each of the Company and Merger Sub I, shall vest in the Surviving Company and the Surviving Company shall be liable for and subject, in the same manner as the Company and Merger Sub I, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Company and Merger Sub I in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Merger Sub I shall execute a plan of merger (the “First Plan of Merger”) substantially in the form set out Exhibit A and the parties shall file the First Plan of Merger and other documents required under the CICL to effect the First Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The First Merger shall become effective at the First Effective Time. (d) At the First Effective Time, pursuant to the First Merger, the memorandum and articles of association of the Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the First Effective Time, the directors of Merger Sub I shall continue in office as the directors of the Surviving Company and the officers of the Company shall continue in office as the officers of the Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Surviving Company.

The First Merger. (ai) Upon At the terms and subject to the conditions set forth in this Agreement, at the First Effective Time, Merger Sub I shall be merged with and into the Company in accordance with the CICLCompany, whereupon the separate existence of Merger Sub I shall cease and the Company shall continue as be the Surviving Company under the Laws surviving corporation of the Cayman Islands First Merger pursuant to the terms of this Agreement and become a wholly owned Subsidiary the First Certificate of Parent. (b) Merger. The effect of the First Merger shall have be as provided in this Agreement and the effects set forth in applicable provisions of the CICL and other applicable LawDGCL. AccordinglyWithout limiting the foregoing, from and after the First Effective Time, all of the property, rights, the property of every description including choses in actionpowers, privileges and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each of the Company and Merger Sub I, shall vest in the Surviving Company and the Surviving Company shall be liable for and subject, in the same manner as the Company and Merger Sub I, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each franchises of the Company and Merger Sub I shall be vested in accordance with the CICL. (c) Upon Surviving Corporation and all of the terms debts, obligations, liabilities, restrictions and subject to the conditions set forth in this Agreement, on the Closing Date, duties of the Company and Merger Sub I shall execute a plan become the debts, obligations, liabilities, restrictions and duties of merger (the “First Plan of Merger”) substantially in the form set out Exhibit A and the parties shall file the First Plan of Merger and other documents required Surviving Corporation, all as provided under the CICL to effect DGCL. (ii) As of the Effective Time, by virtue of the First Merger with and without any further action on the Registrar of Companies part of the Cayman Islands as provided by Section 233 Company, Merger Sub I or any other Person, (i) the certificate of incorporation of the CICL. The First Merger shall become effective at the First Effective Time. (d) At the First Effective Time, pursuant to the First Merger, the memorandum and articles of association of the Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafterthe certificate of incorporation of Merger Sub I as in effect immediately prior to the Effective Time (except the name shall remain Jask Labs Inc. and the provisions relating to the incorporator shall be omitted), and as so amended shall be the memorandum and articles certificate of association incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law and (ii) the bylaws of the Company may shall be amended to conform to the bylaws of Merger Sub I as in accordance with its terms effect immediately prior to the Effective Time (except that all references to Merger Sub I shall be changed to refer to Jask Labs Inc.), and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by Law (subject to Section 6.10)applicable Law. (eiii) At The members of the First Effective Time, the board of directors of Merger Sub I and the officers of Merger Sub I, respectively, as of immediately prior to the Effective Time shall continue in office as be the initial members of the board of directors of the Surviving Company Corporation and the officers of the Company shall continue in office as the initial officers of the Surviving CompanyCorporation, and such directors and officers shall respectively, immediately after the Effective Time, each to hold office until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal, in each case in accordance with the certificate of incorporation and subject to applicable Law and the memorandum and articles of association bylaws of the Surviving CompanyCorporation.

The First Merger. (a) Upon At the terms and subject to Closing, the conditions set forth in this Agreement, at parties shall cause the First Effective Time, Merger Sub I shall to be merged consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger in the form attached hereto as Exhibit A (the “First Certificate of Merger”) and into the Company executed in accordance with the CICLrelevant provisions of the DGCL, whereupon and shall make all other filings or recordings required under the DGCL in order to consummate the First Merger. The First Merger shall become effective at the time the First Certificate of Merger has been filed with the Delaware Secretary of State or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (the “Effective Time”). As a result of the First Merger, the separate corporate existence of Merger Sub I shall cease and the Company Company, subject to Section 2.03, shall continue its existence as the Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary subsidiary of ParentParent under the laws of the State of Delaware. The Company, in its capacity as the corporation surviving the First Merger, is sometimes referred to in this Agreement as the “Interim Surviving Corporation.” (b) The First Merger shall have the effects set forth in this Agreement and in the CICL applicable provisions of the DGCL. Without limiting the generality of the foregoing (and other applicable Law. Accordinglysubject thereto), from and after at the First Effective Time, all of the property, rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, powers and authority of each franchises of the Company and Merger Sub I, shall vest in the Interim Surviving Company and the Surviving Company shall be liable for and subject, in the same manner as the Company and Merger Sub I, to all mortgages, charges or security interestsCorporation, and all contracts, obligations, claims, debts, liabilities and liabilities of each duties of the Company and Merger Sub I in accordance with shall become the CICLdebts, liabilities and duties of the Interim Surviving Corporation. (c) Upon At the terms and subject Effective Time, (i) the certificate of incorporation of Merger Sub in effect immediately prior to the conditions Effective Time shall be the certificate of incorporation of the Interim Surviving Corporation, except that the name of the corporation set forth therein shall be changed to the name of the Company, and (ii) the bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the bylaws of the Interim Surviving Corporation except that the name of the corporation set forth therein shall be changed to the name of the Company, in each case, until thereafter amended in accordance with the DGCL and this AgreementAgreement and as provided in such certificate of incorporation or bylaws and until the Second Merger becomes effective. (d) From and after the Effective Time, on the officers of the Company shall be the officers of the Interim Surviving Corporation and the directors of Merger Sub shall be the directors of the Interim Surviving Corporation, in each case, until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Interim Surviving Corporation and until the Second Merger becomes effective. On or prior to the Closing Date, the Company and Merger Sub I shall execute a plan of merger (the “First Plan of Merger”) substantially in the form set out Exhibit A and the parties shall file the First Plan of Merger and other documents required under the CICL deliver to effect the First Merger with the Registrar of Companies Parent evidence satisfactory to Parent of the Cayman Islands as provided by Section 233 resignations of the CICL. The First Merger shall become directors of the Company, such resignations to be effective at as of the First Effective Time. (d) At the First Effective Time, pursuant to the First Merger, the memorandum and articles of association of the Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At If, at any time after the First Effective Time, the Interim Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in the Interim Surviving Corporation its right, title or interest in, to or under any of the property, rights, privileges, powers and franchises of the Company or (ii) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Interim Surviving Corporation an irrevocable power of Merger Sub I shall continue attorney to execute and deliver all such deeds, assignments or assurances in office as law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such property, rights, privileges, powers and franchises in the Interim Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Interim Surviving Company and Corporation are authorized in the officers name of the Company shall continue in office as the officers of the Surviving Company, or otherwise to take any and all such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Surviving Companyaction.

The First Merger. (a) Upon At the terms Closing, the Company shall file articles of merger relating to the First Merger (the “First Articles of Merger”) as contemplated by the MGCL with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”), in such form as required by, and executed in accordance with, the MGCL, and subject to to, and taking into account, the conditions set forth in provisions of Section 3.01 of this Agreement, . The First Merger shall become effective at such time as the First Articles of Merger are accepted for record by the SDAT on the Closing Date, or at such other date and time (promptly but not to exceed 30 days from the date the First Articles of Merger are accepted for record by the SDAT) as Parent and the Company shall agree and specify in the First Articles of Merger. As used herein, the “Effective Time” shall mean the time at which the First Merger shall become effective. Unless otherwise agreed, the parties shall cause the Effective Time to occur on the Closing Date. (b) At the Effective Time, Merger Sub I 1 shall be merged with and into the Company in accordance with the CICLMGCL in the First Merger, whereupon the separate existence of Merger Sub I 1 shall cease cease, and the Company shall continue as be the surviving corporation (the “Surviving Company under the Laws of the Cayman Islands Corporation”) and become a wholly owned Subsidiary subsidiary of ParentParent and shall continue to be governed by the laws of the State of Maryland. (bc) The First Merger shall have the effects set forth in the CICL and other applicable Law. Accordingly, from From and after the First Effective Time, the rightseffects of the First Merger shall be as provided in this Agreement, the property First Articles of every description including choses in actionMerger, and the businessapplicable provisions of the MGCL. Without limiting the generality of the foregoing, undertakingand subject thereto, goodwillat the Effective Time, benefitsall of the property, immunities and rights, privileges, immunities, powers and authority of each franchises of the Company and Merger Sub I, 1 shall vest in the Surviving Company and the Surviving Company shall be liable for and subject, in the same manner as the Company and Merger Sub I, to all mortgages, charges or security interestsCorporation, and all contractsclaims, obligations, claims, debts, liabilities and liabilities of each duties of the Company and Merger Sub I in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Merger Sub I shall execute a plan of merger (the “First Plan of Merger”) substantially in the form set out Exhibit A and the parties shall file the First Plan of Merger and other documents required under the CICL to effect the First Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The First Merger 1 shall become effective at the First Effective Time. (d) At the First Effective Timeclaims, pursuant to the First Mergerobligations, the memorandum debts, liabilities and articles of association duties of the Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10)Corporation. (e) At the First Effective Time, the directors of Merger Sub I shall continue in office as the directors of the Surviving Company and the officers of the Company shall continue in office as the officers of the Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Surviving Company.

The First Merger. (a) Upon At the terms Closing, the Company shall file articles of merger relating to the First Merger (the “First Articles of Merger”) as contemplated by the MGCL with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”), in such form as required by, and executed in accordance with, the MGCL, and subject to to, and taking into account, the conditions set forth in provisions of ‎Section 3.01 of this Agreement, . The First Merger shall become effective at such time as the First Articles of Merger are accepted for record by the SDAT on the Closing Date, or at such other date and time (promptly but not to exceed 30 days from the date the First Articles of Merger are accepted for record by the SDAT) as Parent and the Company shall agree and specify in the First Articles of Merger. As used herein, the “Effective Time” shall mean the time at which the First Merger shall become effective. Unless otherwise agreed, the parties shall cause the Effective Time to occur on the Closing Date. (b) At the Effective Time, Merger Sub I 1 shall be merged with and into the Company in accordance with the CICLMGCL in the First Merger, whereupon the separate existence of Merger Sub I 1 shall cease cease, and the Company shall continue as be the surviving corporation (the “Surviving Company under the Laws of the Cayman Islands Corporation”) and become a wholly owned Subsidiary subsidiary of ParentParent and shall continue to be governed by the laws of the State of Maryland. (bc) The First Merger shall have the effects set forth in the CICL and other applicable Law. Accordingly, from From and after the First Effective Time, the rightseffects of the First Merger shall be as provided in this Agreement, the property First Articles of every description including choses in actionMerger, and the businessapplicable provisions of the MGCL. Without limiting the generality of the foregoing, undertakingand subject thereto, goodwillat the Effective Time, benefitsall of the property, immunities and rights, privileges, immunities, powers and authority of each franchises of the Company and Merger Sub I, 1 shall vest in the Surviving Company and the Surviving Company shall be liable for and subject, in the same manner as the Company and Merger Sub I, to all mortgages, charges or security interestsCorporation, and all contractsclaims, obligations, claims, debts, liabilities and liabilities of each duties of the Company and Merger Sub I in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Merger Sub I shall execute a plan of merger (the “First Plan of Merger”) substantially in the form set out Exhibit A and the parties shall file the First Plan of Merger and other documents required under the CICL to effect the First Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The First Merger 1 shall become effective at the First Effective Time. (d) At the First Effective Timeclaims, pursuant to the First Mergerobligations, the memorandum debts, liabilities and articles of association duties of the Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10)Corporation. (e) At the First Effective Time, the directors of Merger Sub I shall continue in office as the directors of the Surviving Company and the officers of the Company shall continue in office as the officers of the Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Surviving Company.

The First Merger. (a) 1.1 Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with Section 251 of the First Effective TimeGeneral Corporation Law of the State of Delaware (the “DGCL”), Merger Sub I shall be merged with and into AOTG at the Company in accordance with First Merger Effective Time (as hereinafter defined). Following the CICLFirst Merger Effective Time, whereupon the separate corporate existence of Merger Sub I shall cease cease, and the Company AOTG shall continue as the Surviving Company under the Laws surviving corporation of the Cayman Islands First Merger (sometimes referred to herein as the “First Merger Surviving Corporation”). 1.2 Subject to the provisions of this Agreement: (a) on or prior to the date hereof, AOTG and become Merger Sub shall duly prepare and execute a wholly owned Subsidiary certificate of Parent.merger (the “First Merger Certificate”) complying with Section 251(c) of the DGCL and substantially in the form attached hereto as Exhibit A; and (b) on the date of consummation of the IPO, but prior to such consummation, AOTG and Merger Sub shall file the First Merger Certificate with the Secretary of State of the State of Delaware with respect to the First Merger. 1.3 The First Merger shall become effective upon the filing of the First Merger Certificate (the “First Merger Effective Time”). 1.4 The First Merger shall have the effects set forth in the CICL and other applicable LawDGCL, including without limitation, Section 259 of the DGCL. AccordinglyWithout limiting the generality of the foregoing, from and after the First Merger Effective Time, all the properties, rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, immunities, powers and authority franchises of each of the Company and Merger Sub I, shall vest in the First Merger Surviving Company Corporation and the Surviving Company shall be liable for all debts, liabilities, obligations and subject, in the same manner as the Company and duties of Merger Sub I, to all mortgages, charges or security interests, and all contracts, obligations, claims, shall become the debts, liabilities, obligations and liabilities duties of each of the Company and Merger Sub I in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Merger Sub I shall execute a plan of merger (the “First Plan of Merger”) substantially in the form set out Exhibit A and the parties shall file the First Plan of Merger and other documents required under the CICL to effect the First Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The First Merger shall become effective at the First Effective TimeSurviving Corporation. (d) At the First Effective Time, pursuant to the First Merger, the memorandum and articles of association of the Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the First Effective Time, the directors of Merger Sub I shall continue in office as the directors of the Surviving Company and the officers of the Company shall continue in office as the officers of the Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Surviving Company.

The First Merger. (a) Upon In accordance with Section 251(g) of Delaware Law and subject to, and upon the terms and conditions of, this Agreement, Merger Sub 1 shall, subject to the prior occurrence of the Domestication, at the First Merger Effective Time, be merged with and into Parent, the separate existence of Merger Sub 1 shall thereupon cease and Parent shall continue as the surviving corporation of the First Merger (“Surviving GDHI”) and a wholly owned direct subsidiary of HoldCo and shall continue to be governed by Delaware Law. (b) On the Condition Satisfaction Date, and upon the terms and subject to the conditions set forth in this Agreement, at the First Effective Time, Merger Sub I 1 and Parent shall be merged with and into the Company in accordance with the CICL, whereupon the separate existence file a Certificate of Merger Sub I shall cease and the Company shall continue as the Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The First Merger shall have the effects set forth in the CICL and other applicable Law. Accordingly, from and after the First Effective Time, the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each of the Company and Merger Sub I, shall vest in the Surviving Company and the Surviving Company shall be liable for and subject, in the same manner as the Company and Merger Sub I, relating to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Company and Merger Sub I in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Merger Sub I shall execute a plan of merger (the “First Plan of Merger”) substantially in the form set out Exhibit A and the parties shall file the First Plan of Merger and other documents required under the CICL to effect the First Merger with the Registrar Secretary of Companies State of the Cayman Islands State of Delaware substantially in the form attached as provided Exhibit C hereto (the “First Certificate of Merger”) and any other appropriate documents, in each case as approved by Section 233 of Parent, in accordance with Delaware Law and, on the CICLDomestication Date or as soon as practicable thereafter, shall make all other filings or recordings required under Delaware Law. The First Merger shall become effective effective, and Merger Sub 1 and Parent shall specify in the First Certificate of Merger that the First Merger shall become effective, at 12:01 a.m. (Eastern Time) on the Closing Date (or, if the Condition Satisfaction Date is the Closing Date, at such time as the First Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or such other later time as may be agreed by Parent and the Company and specified in such First Certificate of Merger)) (the “First Merger Effective Time”). (c) From and after the First Merger Effective Time, the effects of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, Surviving GDHI shall possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Parent and Merger Sub 1, all as provided under Delaware Law. (d) At the First Merger Effective Time, pursuant to by virtue of the First Merger, the memorandum and articles certificate of association incorporation of the Surviving Company Parent shall be amended and restated so to be identical to the certificate of incorporation of Merger Sub 1 as in effect immediately prior to read the First Merger Effective Time (except that (i) the name of Surviving GDHI shall be such name as determined by the Parent Parties prior to the First Merger Effective Time and (ii) a new article will be added to Surviving GDHI’s certificate of incorporation that will provide in its entirety as set forth follows: “Vote of Stockholders of [HoldCo] Required to Approve Certain Actions: Any act or transaction by or involving the Corporation, other than the election or removal of directors of the Corporation, that if taken by the Corporation immediately prior to the effective time (the “Effective Time”) of the merger of the Corporation and [Merger Sub 1] effective on Exhibit C. Thereafter[date] would require for its adoption under the General Corporation Law of the State of Delaware or this Certificate of Incorporation or the Bylaws immediately prior to Effective Time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, require, in addition, the memorandum and articles of association approval of the stockholders of [HoldCo], a Delaware corporation, or any successor thereto by merger, by the same vote that is required by the General Corporation Law of the State of Delaware or such Certificate of Incorporation or Bylaws as in effect immediately prior to the Effective Time, as the case may be”) and, as so amended and restated, shall be the certificate of incorporation of Surviving Company may be GDHI until thereafter amended in accordance with its terms as provided therein and by Delaware Law. The applicable parties will take all actions necessary such that the Certificate of Incorporation of HoldCo in effect as of immediately following the First Merger Effective Time and as provided by Law (subject of immediately following the Second Merger Effective Time shall be substantially in the form attached as Exhibit B hereto, with such changes as may be required to Section 6.10)reflect that the corporation to which such Certificate of Incorporation applies is HoldCo rather Surviving GDHI. (e) At the First Merger Effective Time, the directors bylaws of Parent shall be amended to be identical to the bylaws of Merger Sub I 1 as in effect immediately prior to the First Merger Effective Time and, as so amended, shall continue be the bylaws of Surviving GDHI until thereafter amended in office accordance with their terms as provided therein, the Certificate of Incorporation of Surviving GDHI and Delaware Law, except that the name of Surviving GDHI reflected therein shall be such name as determined by the Parent Parties prior to the First Merger Effective Time. (f) The applicable parties will take all actions necessary such that at the First Merger Effective Time, the persons serving as the directors of Parent immediately prior to the First Merger Effective Time shall be the directors of Surviving Company and the officers of the Company shall continue in office as the officers of the Surviving CompanyGDHI, and such directors and officers shall each to hold office in accordance with the Governing Documents of Surviving GDHI from the First Merger Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with and subject the Governing Documents of Surviving GDHI, or as otherwise provided by Delaware Law. (g) The parties will take all action necessary such that at the First Merger Effective Time, the persons serving as the officers of Parent immediately prior to applicable Law and the memorandum and articles First Merger Effective Time shall hold the same offices as the officers of association Surviving GDHI, each to hold office in accordance with the Governing Documents of Surviving GDHI until their respective successors are duly appointed or until their earlier death, resignation or removal in accordance with the Governing Documents of Surviving CompanyGDHI.