Common use of Effect of the Mergers Clause in Contracts

Effect of the Mergers. Without any action on the part of Parent, any Merger Sub, Intermex, the Initial Surviving Entity or the Company’s stockholder: (a) At the First Merger Effective Time: (i) all of the Intermex Common Shares issued and outstanding immediately prior to the First Merger Effective Time (except for Treasury Shares and other shares to be cancelled pursuant to Section 2.6(a)(iii)), shall, by virtue of the First Merger and upon the terms and subject to the conditions set forth in this Section 2.6, be cancelled and automatically deemed for all purposes to represent the right to receive a pro rata portion of the Merger Consideration as provided for herein, and the Company’s stockholder shall cease to have any other rights as a stockholder of the Company with respect thereto; (ii) each share of common stock, par value $0.01 per share, of Merger Sub 1 issued and outstanding immediately prior to the First Merger Effective Time shall, by virtue of the First Merger and without any action on the part of Parent, Merger Sub 1 or the Company, be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Initial Surviving Entity (the “Initial Surviving Entity Common Stock”); and (iii) each Intermex Common Share owned by any Subsidiary of the Company and each Treasury Share shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) At the Second Merger Effective Time, without any action on the part of Parent, Merger Sub 2, the Initial Surviving Entity or the Company’s stockholder: (i) each share of Initial Surviving Entity Common Stock outstanding immediately prior to the Second Merger Effective Time shall be cancelled, and no consideration shall be paid with respect thereto; and (ii) the limited liability company interests of Merger Sub 2 outstanding immediately prior to the Second Merger Effective Time shall remain outstanding and shall constitute the only outstanding limited liability company interests of the Surviving Entity. (c) No certificates or scrip representing a fractional share of Parent Common Stock will be issued to the Company’s stockholder in connection with payment of the Merger Consideration, and to the extent a fractional share of Parent Common Stock is issuable as part of the Common Stock Merger Consideration, such fraction shall be rounded up to one whole share of Parent Common Stock.

Effect of the Mergers. Without any action on the part of Parent, any Merger Sub, Intermex, the Initial Surviving Entity or the Company’s stockholder: (a) At the First Merger Effective Time: , the effect of the First Merger shall be as provided in the applicable provisions of this Agreement, the First Merger Plan of Merger, and the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, (i) all the rights, the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Intermex Common Company and First Merger Sub shall immediately vest in the Surviving Company, (ii) all Company Shares issued and outstanding immediately prior to the First Merger Effective Time (except for Treasury Shares and other shares to be cancelled pursuant to Section 2.6(a)(iii)), shall, by virtue of the First Merger and upon the terms and subject to the conditions set forth in this Section 2.6, shall be cancelled and automatically deemed for all purposes to represent converted into the right to receive a pro rata portion shares and convertible securities of the Merger Consideration Pubco, as provided for hereinin Section 2.1, and the Company’s stockholder shall cease to have any other rights as a stockholder of the Company with respect thereto; (iiiii) each share of common stock, par value $0.01 per share, of all First Merger Sub 1 Ordinary Share(s) issued and outstanding immediately prior to the First Merger Effective Time shall, by virtue shall be cancelled and converted into the right to receive the same class and number of shares of the First Merger and without any action on the part of Parent, Merger Sub 1 or the Surviving Company, be converted into and become one newly issued, fully paid and non-assessable share of common stock of (iv) the Initial Surviving Entity Pubco Share (as defined below) shall be surrendered by the “Initial Surviving Entity Common Stock”Company for nil consideration as provided in Section 2.1(d); and , (iiiv) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each Intermex Common Share owned by any Subsidiary of the Company and each Treasury Share First Merger Sub shall automatically be cancelled and retired and shall cease to existbecome the mortgages, charges or security interests, and no consideration all contracts, obligations, claims, debts and liabilities of the Surviving Company, and (vi) the separate corporate existence of First Merger Sub shall be delivered in exchange thereforcease. (b) At the Second Merger Effective Time, without any action on the part effect of Parent, the Second Merger Sub 2shall be as provided in this Agreement, the Initial Surviving Entity or Second Merger Plan of Merger, and the Company’s stockholder: applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) each share all the rights, the property of Initial Surviving Entity Common Stock outstanding immediately prior to the every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of Purchaser and Second Merger Effective Time Sub shall be cancelledimmediately vest in the Surviving Entity, and no consideration shall be paid with respect thereto; and (ii) all outstanding Purchaser Ordinary Shares shall be converted into the limited liability company interests right to receive Pubco Ordinary Shares, as provided in Section 2.2, (iii) all outstanding Purchaser Rights shall be converted into such number of Pubco Ordinary Shares as provided in Section 2.2, (iv) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of Purchaser and Second Merger Sub 2 outstanding immediately prior to shall become the Second Merger Effective Time shall remain outstanding mortgages, charges or security interests, and shall constitute the only outstanding limited liability company interests all contracts, obligations, claims, debts and liabilities of the Surviving Entity, and (v) the separate corporate existence of Second Merger Sub shall cease. (c) No certificates or scrip representing a fractional share of Parent Common Stock will be issued to the Company’s stockholder in connection with payment of the Merger ConsiderationUS TAX TREATMENT. FOR U.S. FEDERAL INCOME TAX PURPOSES. THE MERGERS ARE INTENDED TO CONSTITUTE “REORGANIZATIONS” WITHIN THE MEANING OF SECTION 368(A) OF THE CODE. THE PARTIES TO THIS AGREEMENT HEREBY (I) ADOPT THIS AGREEMENT AS A “PLAN OF REORGANIZATION” WITHIN THE MEANING OF SECTION 1.368-2(G) OF THE UNITED STATES TREASURY REGULATIONS, and to the extent a fractional share of Parent Common Stock is issuable as part of the Common Stock Merger Consideration(II) AGREE TO FILE AND RETAIN SUCH INFORMATION AS SHALL BE REQUIRED UNDER SECTION 1.368-3 OF THE UNITED STATES TREASURY REGULATIONS, such fraction shall be rounded up to one whole share of Parent Common StockAND (III) AGREE TO FILE ALL TAX AND OTHER INFORMATIONAL RETURNS ON A BASIS CONSISTENT WITH SUCH CHARACTERIZATION. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NO PARTY IS MAKING ANY REPRESENTATION OR WARRANTY AS TO THE QUALIFICATION OF THE MERGERS AS REORGANIZATIONS UNDER SECTION 368 OF THE CODE OR AS TO THE EFFECT, IF ANY, THAT ANY TRANSACTION CONSUMMATED ON, AFTER OR PRIOR TO THE EFFECTIVE TIME HAS OR MAY HAVE ON ANY SUCH REORGANIZATION STATUS. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT EACH (I) HAS HAD THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL AND TAX ADVICE WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (II) IS RESPONSIBLE FOR PAYING ITS OWN TAXES, INCLUDING ANY ADVERSE TAX CONSEQUENCES THAT MAY RESULT IF THE MERGERS IS DETERMINED NOT TO QUALIFY AS A REORGANIZATION UNDER SECTION 368 OF THE CODE.

Effect of the Mergers. Without any action on the part of Parent, any Merger Sub, Intermex, the Initial Surviving Entity or the Company’s stockholder: (a) At On the First Merger Effective Time: , the effect of the First Merger shall be as provided in this Agreement, the Merger Documents and the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, (i) all the rights, the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Intermex Common Shares Company and First Merger Sub shall immediately vest in the Surviving Company, (ii) all Company Securities issued and outstanding immediately prior to the First Merger Effective Time (except for Treasury Shares and other shares to shall be cancelled pursuant to Section 2.6(a)(iii)), shall, by virtue of the First Merger and upon the terms and subject to the conditions set forth in this Section 2.6, be cancelled and automatically deemed exchange for all purposes to represent the right to receive a pro rata portion shares of the Merger Consideration Pubco, as provided for hereinin Section 2.1, and the Company’s stockholder shall cease to have any other rights as a stockholder of the Company with respect thereto; (iiiii) each share of common stock, par value $0.01 per share, of all First Merger Sub 1 Ordinary Share(s) issued and outstanding immediately prior to the First Merger Effective Time shall, by virtue shall be cancelled in exchange for the right to receive the same class and number of shares of the First Merger and without any action on the part of Parent, Merger Sub 1 or the Surviving Company, be converted into (iv) all the mortgages, charges or security interests, and become one newly issuedall contracts, fully paid obligations, claims, debts and non-assessable share liabilities of common stock of the Initial Surviving Entity (the “Initial Surviving Entity Common Stock”); and (iii) each Intermex Common Share owned by any Subsidiary of the Company and each Treasury Share First Merger Sub shall automatically be cancelled vest in and retired and shall cease to existbecome the mortgages, charges or security interests, and no consideration all contracts, obligations, claims, debts and liabilities of the Surviving Company, and (v) the separate corporate existence of First Merger Sub shall be delivered in exchange thereforcease. (b) At the Second Merger Effective Time, without any action on the part effect of Parent, the Second Merger Sub 2shall be as provided in this Agreement, the Initial Surviving Entity or Merger Documents and the Company’s stockholder: applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, (i) each share all the rights, the property of Initial every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of Purchaser and Second Merger Sub shall immediately vest in the Surviving Entity Common Stock Entity, (ii) all Purchaser Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time shall be cancelledcancelled in exchange for the right to receive Pubco Class A Ordinary Shares, and no consideration as provided in Section 2.2, (iii) all outstanding Purchaser Warrants shall be paid with respect theretoconverted into Pubco Warrants, as provided in Section 2.2; and (iiiv) the limited liability company interests all outstanding Purchaser Rights shall be converted into such number of Pubco Class A Ordinary Shares as provided in Section 2.2; (v) all Second Merger Sub 2 Ordinary Share(s) issued and outstanding immediately prior to the Second Merger Effective Time shall remain outstanding be cancelled in exchange for the right to receive the same class and shall constitute the only outstanding limited liability company interests number of shares of the Surviving Entity. ; (cvi) No certificates all the mortgages, charges or scrip representing a fractional share security interests, and all contracts, obligations, claims, debts and liabilities of Parent Common Stock will be issued to each of Purchaser and Second Merger Sub shall vest in and become the Company’s stockholder in connection with payment mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Entity and (vii) the separate corporate existence of Second Merger Consideration, and to the extent a fractional share of Parent Common Stock is issuable as part of the Common Stock Merger Consideration, such fraction Sub shall be rounded up to one whole share of Parent Common Stockcease.

Effect of the Mergers. Without (a) Upon the terms and subject to the conditions of this Agreement, at the First Effective Time, by virtue of the First Mergers and without any action on the part of Parent, any Merger Sub, Intermex, the Initial Surviving Entity or the Company’s stockholder: (a) At the First Merger Effective Timeholders thereof: (i) all each unit of the Intermex Common Shares Blocker Equity issued and outstanding immediately prior to the First Merger Effective Time (except for Treasury Shares and other shares to shall be cancelled pursuant to Section 2.6(a)(iii)), shall, by virtue of the First Merger and upon the terms and subject to the conditions set forth in this Section 2.6, be cancelled and automatically deemed for all purposes to represent converted into the right to receive a pro rata the applicable portion of the Closing Merger Consideration as provided for herein, and set forth on the Company’s stockholder shall cease to have any other rights as a stockholder of the Company with respect thereto;Payment Schedule; and (ii) each share of common stock, par value $0.01 per share, stock of any Blocker Merger Sub 1 issued and outstanding immediately prior to the First Merger Effective Time shall, by virtue of the First Merger and without any action on the part of Parent, Merger Sub 1 or the Company, shall be converted into and become one newly (1) validly issued, fully paid and non-assessable share of common stock of the Initial corresponding Surviving Entity (the “Initial Surviving Entity Common Stock”); and (iii) each Intermex Common Share owned by any Subsidiary of the Company and each Treasury Share shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange thereforBlocker. (b) At Upon the terms and subject to the conditions of this Agreement, at the Second Effective Time, by virtue of the Second Merger Effective Time, and without any action on the part of Parent, Merger Sub 2, the Initial Surviving Entity or the Company’s stockholderholders thereof: (i) each share issued and outstanding Class B Unit and Class C Unit shall vest immediately prior to the Second Effective Time; provided, however, that the holders of Initial Surviving Entity Common Stock the Class C Units will not receive any Closing Merger Consideration solely in their capacity as holders of Class C Units; (ii) each Unit issued and outstanding immediately prior to the Second Merger Effective Time other than such Units owned by any Surviving Blocker shall be cancelledconverted into the right to receive the applicable portion of the Closing Merger Consideration as set forth on the Payment Schedule: (iii) each Unit held immediately prior to the Second Effective Time by Acquiror, the Surviving Blockers, the Company or the Company Merger Sub (an "Excluded Interest"), shall be cancelled and no consideration payment shall be paid made with respect thereto; (iv) Acquiror or its Affiliate (as Acquiror shall determine) and the CRAT shall consummate the CRAT Equity Purchase; and (iiv) each membership interest of the limited liability company interests of Company Merger Sub 2 issued and outstanding immediately prior to the Second Merger Effective Time shall remain outstanding be converted into and shall constitute the only outstanding limited liability company interests become one (1) validly issued, fully paid and non-assessable membership interest of the Surviving EntityCompany. (c) No certificates or scrip representing a fractional share of Parent Common Stock will be issued to the Company’s stockholder in connection with payment of the Merger Consideration, and to the extent a fractional share of Parent Common Stock is issuable as part of the Common Stock Merger Consideration, such fraction shall be rounded up to one whole share of Parent Common Stock.

Effect of the Mergers. Without any action on the part of Parent, any Merger Sub, Intermex, the Initial Surviving Entity or the Company’s stockholder: (a) At the First Merger Effective Time: , the effect of the First Merger shall be as provided in the applicable provisions of the BVI Act. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, (i) all the rights, the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Intermex Common Shares issued Company and outstanding First Merger Sub shall immediately vest in the Surviving Company, (ii) all Company Securities immediately prior to the First Merger Effective Time (except for Treasury Shares and other shares to be cancelled pursuant to Section 2.6(a)(iii)), shall, by virtue of the First Merger and upon the terms and subject to the conditions set forth in this Section 2.6, shall be cancelled and automatically deemed for all purposes to represent converted into the right to receive a pro rata portion of the Merger Consideration Pubco Securities, as provided for hereinin Section 2.1, and the Company’s stockholder shall cease to have any other rights as a stockholder of the Company with respect thereto; (iiiii) each share of common stock, par value $0.01 per share, of all First Merger Sub 1 issued and outstanding Share(s) immediately prior to the First Merger Effective Time shall, by virtue shall be cancelled and converted into the right to receive the same class and number of shares of the First Merger and without any action on the part of Parent, Merger Sub 1 or the Surviving Company, be converted into as provided in Section 2.1, (iv) all the mortgages, charges or security interests, and become one newly issuedall contracts, fully paid obligations, claims, debts and non-assessable share liabilities of common stock of the Initial Surviving Entity (the “Initial Surviving Entity Common Stock”); and (iii) each Intermex Common Share owned by any Subsidiary of the Company and each Treasury Share First Merger Sub shall automatically be cancelled and retired and shall cease to existbecome the mortgages, charges or security interests, and no consideration all contracts, obligations, claims, debts and liabilities of the Surviving Company, and (v) the separate corporate existence of First Merger Sub shall be delivered in exchange thereforcease. (b) At the Second Merger Effective Time, without any action on the part effect of Parentthe Second Merger shall be as provided in this Agreement and the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, Merger Sub 2and subject thereto, at the Initial Surviving Entity or the Company’s stockholder: Effective Time, (i) each share all the rights, the property of Initial every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of Purchaser and Second Merger Sub shall immediately vest in the Surviving Entity Common Stock Entity, (ii) all outstanding Purchaser Ordinary Shares shall be converted into the right to receive Pubco Ordinary Shares, as provided in Section 2.1, (iii) all outstanding Purchaser Warrants shall be converted into Pubco Warrants, as provided in Section 2.2; (iv) all Second Merger Sub Share(s) immediately prior to the Second Merger Effective Time shall be cancelled, cancelled and no consideration shall be paid with respect thereto; and (ii) converted into the limited liability company interests right to receive the same class and number of Merger Sub 2 outstanding immediately prior to the Second Merger Effective Time shall remain outstanding and shall constitute the only outstanding limited liability company interests shares of the Surviving Entity. ; (cv) No certificates all the mortgages, charges or scrip representing a fractional share security interests, and all contracts, obligations, claims, debts and liabilities of Parent Common Stock will be issued to each of Purchaser and Second Merger Sub shall become the Company’s stockholder in connection with payment mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Entity and (vi) the separate corporate existence of Second Merger Consideration, and to the extent a fractional share of Parent Common Stock is issuable as part of the Common Stock Merger Consideration, such fraction Sub shall be rounded up to one whole share of Parent Common Stockcease.