Common use of Closing Deliverables of BCC Clause in Contracts

Closing Deliverables of BCC. The obligations of Bona Vida to consummate the transactions contemplated by this Agreement shall be subject to the delivery to Bona Vida (or Bona Vida’s waiver), at or prior to the Closing, of each of the following by BCC: (a) The Merger Consideration specified on Schedule 2.1; (b) An employment agreement for each of the Bona Vida Executives as provided for in Section 5.9, duly executed by BCC; (c) The Lock-Up Agreement, duly executed by BCC; (d) A stockholders agreement as provided for in Section 5.9, duly executed by BCC; (e) A copy of resolutions of the BCC Board approving this Agreement and all related matters contemplated by the Agreement, duly executed by the BCC Board; (f) The Registration Rights Agreement as provided for in Section 5.11, duly executed by BCC; and (g) An officer’s certificate of BCC in a form reasonably acceptable to Bona Vida certifying that: (i) the representations and warranties of BCC are true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date); (ii) BCC has performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by BCC at or prior to the Closing Date; and (iii) there has been no Material Adverse Effect since the Effective Date.

Closing Deliverables of BCC. The obligations of Bona Vida Trupet and each Trupet Member to consummate the transactions contemplated by this Agreement shall be subject to the delivery to Bona Vida by Trupet (or Bona Vida’s waiverthe waiver by Xxxx Xxxxxx), at or prior to the Closing, of each of the following by BCC: (a) The Merger Consideration specified on Schedule 2.1This Agreement, duly executed; (b) The BCC Equity Consideration specified on Schedule 2.1(b); (c) An employment agreement Employment Agreement for each of the Bona Vida Trupet Executives duly executed; (d) The Lock-Up Agreements, duly executed; (e) A Stockholder Agreement as provided for in Section 5.9, duly executed by BCC; (c) The Lock-Up Agreement, duly executed by BCC; (d) A stockholders agreement as provided for in Section 5.9, duly executed by BCC; (ef) A copy of resolutions of the BCC Board approving this Agreement Agreement, the Plan Amendment and all related matters contemplated by the Agreement, duly executed by the BCC Board; (fg) The Registration Rights Agreement as provided for in Section 5.11, duly executed by BCC5.12; and (gh) An officer’s certificate of BCC in a form reasonably acceptable to Bona Vida Trupet certifying that: (i) the representations and warranties of BCC are true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date); (ii) BCC has performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by BCC at or prior to the Closing Date; and (iii) there has been no Material Adverse Effect since the Effective Date.