Common use of Surrender of Units Clause in Contracts

Surrender of Units. (a) Prior to the Effective Time, TRC shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Units to receive the funds to which they shall become entitled pursuant to Section 1.05(a). Promptly after the Effective Time, the Surviving Partnership shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Units entitled to receive the Merger Consideration pursuant to Section 1.05(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Receipts shall pass, only upon proper delivery of the Receipts to the Paying Agent) and instructions for use in effecting the surrender of the Receipts pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Receipt, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Receipt shall be entitled to receive in exchange therefor the Merger Consideration for each Unit formerly evidenced by such Receipt, and such Receipt shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Receipt for the benefit of the holder of such Receipt. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Receipt is registered on the books of the depositary, it shall be a condition of payment that the Receipt so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Receipt surrendered or shall have established to the satisfaction of the Surviving Partnership that such taxes either have been paid or are not applicable. (b) When and as needed, TRC, MergerCo. or Perkins shall deposit, or cause to be deposited, in trust with the Paying Agent the Merger Consideration to which the holders of Units shall be entitled at the Effective Time pursuant to Section 1.05(a) hereof. (c) The Merger Consideration shall be invested by the Paying Agent; provided, that such investments shall be limited to direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Moodx'x Xxxestors Services, Inc. or Standard & Poor's, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets; and provided, further, that no loss on investment made pursuant to this Section 1.06(c) shall relieve TRC or MergerCo. of its obligation to pay the Merger Consideration pursuant to Section 1.05(a). (d) At any time following the sixth month after the Effective Time, the Surviving Partnership shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Units (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Partnership (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Receipts held by them. Notwithstanding the foregoing, neither the Surviving Partnership nor the Paying Agent shall be liable to any holder of a Unit for any Merger Consideration delivered in respect of such Unit to a public official pursuant to any abandoned property, escheat or other similar law. (e) After the close of business on the day of the Effective Time, there shall be no further registration of transfers of Units on the records of the depositary for the Units. From and after the Effective Time, the holders of Units outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Units except as otherwise provided herein or by applicable law.

Surrender of Units. (a) Prior In connection with the Merger pursuant to the Effective TimeAgreement, TRC shall designate a bank or trust company the undersigned hereby surrenders, subject to act as agent (the "Paying Agent") terms and conditions of the Agreement, the Units noted above owned by the undersigned in exchange for, and for the holders purpose of Units receiving, the amounts to receive be paid to the funds to which they shall become entitled undersigned pursuant to the Agreement. The undersigned further acknowledges and agrees that (i) any payment for the Units noted above shall be made net of any federal, state, local and foreign taxes required to be withheld in accordance with Section 1.05(a). Promptly after 2.14 of the Effective TimeAgreement, (ii) such payment, along with the Earn-Out Payment if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement satisfies all obligations of Parent, the Surviving Partnership shall cause Company, and each of their respective Subsidiaries and Affiliates to be mailed the undersigned pertaining to each person who wasthe Units, at (iii) such amount, along with the Effective TimeEarn-Out Payment and allocable portion of the Escrow Amounts, a holder if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, accurately reflects the portion of record of Units consideration payable under the Agreement which the undersigned is entitled to receive pertaining to the Units, (iv) in accepting such amount, the Company, Parent, Merger Consideration Sub, the Blocker Partners and Blocker and their respective Subsidiaries, Affiliates and representatives shall be deemed to have no further obligations to the undersigned with respect to any amounts payable pursuant to Section 1.05(athe Agreement, in each case, except as expressly set forth in the Agreement, (v) a form portion of letter the Final Purchase Price will be held by Citibank, N.A. as the Adjustment Escrow Agent and Truist Bank, as the PPP Escrow Agent, in each case, pursuant to and subject to the terms and conditions of transmittal (which shall specify that delivery shall be effectedthe Agreement, and risk the undersigned will only be entitled to a portion of loss such amounts (if any) as and title to the Receipts shall pass, only upon proper delivery of the Receipts to the Paying Agent) and instructions for use in effecting the surrender of the Receipts pursuant to when such letter of transmittal. Upon surrender to the Paying Agent of a Receipt, together with such letter of transmittal, duly completed and validly executed amounts are payable in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsprovisions of the Agreement, the holder Adjustment Escrow Agreement and the PPP Escrow Agreement, (vi) a portion of such Receipt shall the Final Purchase Price will be entitled held by the Securityholders’ Representative to receive in exchange therefor the Merger Consideration for each Unit formerly evidenced by such Receipt, and such Receipt shall then be canceled. No interest shall accrue or pay amounts required to be paid on the Merger Consideration payable upon the surrender of any Receipt for the benefit of the holder of such Receipt. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Receipt is registered on the books of the depositary, it shall be a condition of payment that the Receipt so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Receipt surrendered or shall have established to the satisfaction of the Surviving Partnership that such taxes either have been paid or are not applicable. (b) When and as needed, TRC, MergerCo. or Perkins shall deposit, or cause to be deposited, in trust with the Paying Agent the Merger Consideration to which the holders of Units shall be entitled at the Effective Time pursuant to Section 1.05(a) hereof. (c) The Merger Consideration shall be invested by the Paying Agent; providedSecurityholders’ Representative under the Agreement, that such investments shall be limited to direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Moodx'x Xxxestors Services, Inc. or Standard & Poor's, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets; and provided, further, that no loss on investment made pursuant to this Section 1.06(c) shall relieve TRC or MergerCo. of its obligation to pay the Merger Consideration pursuant to Section 1.05(a). (d) At any time following the sixth month after the Effective Time, the Surviving Partnership shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Units (including, without limitation, any downward adjustment in excess of the Adjustment Escrow Amount, third party expenses and costs incurred by the Securityholders’ Representative in connection with the consummation of the Merger, (vii) the undersigned has determined the Merger and the consideration (in form and amount) to be received by undersigned, along with the undersigned’s right to receive a portion of the Earn-Out Payment, if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all interest other amounts that are payable pursuant to the Agreement, to be fair to, and in the best interests of, the undersigned, and (viii) the execution and delivery of this Letter of Transmittal and other income received by required materials is a condition to receiving the Paying Agent in respect undersigned’s portion of the Final Purchase Price and Stock Consideration under the Agreement together with all funds made available to it), and thereafter such holders shall be entitled to look other amounts that are payable pursuant to the Surviving Partnership (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Receipts held by them. Notwithstanding the foregoing, neither the Surviving Partnership nor the Paying Agent shall be liable to any holder of a Unit for any Merger Consideration delivered in respect of such Unit to a public official pursuant to any abandoned property, escheat or other similar lawAgreement. (e) After the close of business on the day of the Effective Time, there shall be no further registration of transfers of Units on the records of the depositary for the Units. From and after the Effective Time, the holders of Units outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Units except as otherwise provided herein or by applicable law.

Surrender of Units. (a) Prior to the Effective Time, TRC shall designate a bank or trust company to act as agent (the "Paying AgentPAYING AGENT") for the holders of Units to receive the funds to which they shall become entitled pursuant to Section 1.05(a). SECTION 1.05 (a) Promptly after the Effective Time, the Surviving Partnership shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Units entitled to receive the Merger Consideration pursuant to Section SECTION 1.05(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Receipts depositary receipts that formerly evidenced such Units (each a "RECEIPT") shall pass, only upon proper delivery of the Receipts to the Paying Agent) and instructions for use in effecting the surrender of the Receipts pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Receipt, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Receipt shall be entitled to receive in exchange therefor the Merger Consideration for each Unit formerly evidenced by such Receipt, and such Receipt shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Receipt for the benefit of the holder of such Receipt. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Receipt is registered on the books of the depositary, it shall be a condition of payment that the Receipt so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Receipt surrendered or shall have established to the satisfaction of the Surviving Partnership that such taxes either have been paid or are not applicable. (b) When and as needed, TRC, MergerCo. or Perkins shall deposit, or cause to be deposited, in trust with the Paying Agent the Merger Consideration to which the holders of Units shall be entitled at the Effective Time pursuant to Section SECTION 1.05(a) hereof. (c) The Merger Consideration shall be invested by the Paying Agent; providedPROVIDED, that such investments shall be limited to direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Moodx'x Xxxestors Xxxxx'x Investors Services, Inc. or Standard & Poor's, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets; and providedPROVIDED, furtherFURTHER, that no loss on investment made pursuant to this Section SECTION 1.06(c) shall relieve TRC or MergerCo. of its obligation to pay the Merger Consideration pursuant to Section SECTION 1.05(a). (d) At any time following the sixth month after the Effective Time, the Surviving Partnership shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Units (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Partnership (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Receipts held by them. Notwithstanding the foregoing, neither the Surviving Partnership nor the Paying Agent shall be liable to any holder of a Unit for any Merger Consideration delivered in respect of such Unit to a public official pursuant to any abandoned property, escheat or other similar law. (e) After the close of business on the day of the Effective Time, there shall be no further registration of transfers of Units on the records of the depositary for the Units. From and after the Effective Time, the holders of Units outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Units except as otherwise provided herein or by applicable law.

Surrender of Units. (a) Prior to the Effective Time, TRC shall designate a bank or trust company to act as agent (the "Paying AgentPAYING AGENT") for the holders of Units to receive the funds to which they shall become entitled pursuant to Section 1.05(aSECTION 1.05(A). Promptly after the Effective Time, the Surviving Partnership shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Units entitled to receive the Merger Consideration pursuant to Section 1.05(aSECTION 1.05(A) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Receipts shall pass, only upon proper delivery of the Receipts to the Paying Agent) and instructions for use in effecting the surrender of the Receipts pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Receipt, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Receipt shall be entitled to receive in exchange therefor the Merger Consideration for each Unit formerly evidenced by such Receipt, and such Receipt shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Receipt for the benefit of the holder of such Receipt. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Receipt is registered on the books of the depositary, it shall be a condition of payment that the Receipt so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Receipt surrendered or shall have established to the satisfaction of the Surviving Partnership that such taxes either have been paid or are not applicable.4 (b) When and as needed, TRC, MergerCo. or Perkins shall deposit, or cause to be deposited, in trust with the Paying Agent the Merger Consideration to which the holders of Units shall be entitled at the Effective Time pursuant to Section 1.05(aSECTION 1.05(A) hereof. (c) The Merger Consideration shall be invested by the Paying Agent; providedPROVIDED, that such investments shall be limited to direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Moodx'x Xxxestors Xxxxx'x Investors Services, Inc. or Standard & Poor's, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets; and providedPROVIDED, furtherFURTHER, that no loss on investment made pursuant to this Section 1.06(cSECTION 1.06(C) shall relieve TRC or MergerCo. of its obligation to pay the Merger Consideration pursuant to Section 1.05(aSECTION 1.05(A). (d) At any time following the sixth month after the Effective Time, the Surviving Partnership shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Units (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Partnership (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Receipts held by them. Notwithstanding the foregoing, neither the Surviving Partnership nor the Paying Agent shall be liable to any holder of a Unit for any Merger Consideration delivered in respect of such Unit to a public official pursuant to any abandoned property, escheat or other similar law. (e) After the close of business on the day of the Effective Time, there shall be no further registration of transfers of Units on the records of the depositary for the Units. From and after the Effective Time, the holders of Units outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Units except as otherwise provided herein or by applicable law.

Surrender of Units. (a) Prior Pursuant to the Effective TimeAgreement and Plan of Merger, TRC shall designate to be dated as of March 12, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among GREENROSE ACQUISITION CORP., a bank or trust company to act as agent Delaware corporation (the "Paying Agent") for “Parent”), GNRS CT MERGER SUB, LLC a Connecticut/ limited liability company and direct wholly-owned subsidiary of Parent (the holders of Units to receive the funds to which they shall become entitled pursuant to Section 1.05(a). Promptly after the Effective Time, the Surviving Partnership shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Units entitled to receive the “Merger Consideration pursuant to Section 1.05(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Receipts shall pass, only upon proper delivery of the Receipts to the Paying Agent) and instructions for use in effecting the surrender of the Receipts pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Receipt, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Receipt shall be entitled to receive in exchange therefor the Merger Consideration for each Unit formerly evidenced by such Receipt, and such Receipt shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Receipt for the benefit of the holder of such Receipt. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Receipt is registered on the books of the depositary, it shall be a condition of payment that the Receipt so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Receipt surrendered or shall have established to the satisfaction of the Surviving Partnership that such taxes either have been paid or are not applicable. (b) When and as needed, TRC, MergerCo. or Perkins shall deposit, or cause to be deposited, in trust with the Paying Agent the Merger Consideration to which the holders of Units shall be entitled at the Effective Time pursuant to Section 1.05(a) hereof. (c) The Merger Consideration shall be invested by the Paying Agent; provided, that such investments shall be limited to direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Moodx'x Xxxestors Services, Inc. or Standard & Poor's, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets; and provided, further, that no loss on investment made pursuant to this Section 1.06(c) shall relieve TRC or MergerCo. of its obligation to pay the Merger Consideration pursuant to Section 1.05(a). (d) At any time following the sixth month after the Effective Time, the Surviving Partnership shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Units (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to itSub”), and thereafter such holders THERAPLANT, LLC, a Connecticut limited liability company (the “Company”), Merger Sub shall be entitled to look to merged with and into the Surviving Partnership Company (subject to abandoned propertythe “Merger”), escheat and other similar laws) only the Company shall be the surviving corporation in the Merger as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender a wholly-owned Subsidiary of the Receipts held by themParent. Notwithstanding Capitalized terms used but not defined in this Letter of Transmittal (this “Letter”) shall have the foregoing, neither meanings ascribed to them in the Surviving Partnership nor the Paying Agent shall be liable to any holder of Merger Agreement. As a Unit for any Merger Consideration delivered in respect of such Unit to a public official pursuant to any abandoned property, escheat or other similar law. (e) After the close of business on the day result of the Effective TimeMerger, there shall be no further registration of transfers of Units on the records each unit of the depositary for Company (the “Company Units. From ”), issued and after the Effective Time, the holders of Units outstanding immediately prior to the Effective Time shall cease be converted into the right to have receive (subject to any rights applicable withholding taxes) cash in accordance with the terms of the Merger Agreement. The amounts in the immediately preceding sentence shall be referred to in this Letter as the “Payments.” In connection with the Merger Agreement, the Member signatory hereto (the “Holder” or “you”) hereby surrenders, subject to the terms and conditions of the Merger Agreement, all of the units of the Company owned by you in exchange for, and for the purpose of receiving, on the terms and subject to the conditions set forth in the Merger Agreement, the Payments that you are entitled to receive pursuant to the Merger Agreement with respect to each unit of the Company being surrendered hereby. All such Units except cash payments shall be rounded to the nearest xxxxx. Any Letter completed, executed and delivered by you prior to the Closing Date shall be held in escrow by the Company and the Parent pending the Closing, and the surrender of units of the Company that is effected hereby shall be conditioned on and effective as otherwise provided herein or by applicable lawof the Effective Time. The Letter will be returned to you if the Merger Agreement is terminated in accordance with its terms prior to the Closing.