Common use of Closing Arrangements Clause in Contracts

Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writing. 6.2 At the Closing, Burcon shall deliver or cause to be delivered to each Standby Purchaser: (a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying for and on behalf of Burcon that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iii) the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Circular; (b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each the Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers Purchaser may agree upon in writing. 6.2 At the Closing, Burcon shall deliver or cause to be delivered to each the Standby Purchaser: (a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying for and on behalf of Burcon that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iii) the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Notice and the Rights Offering Circular; (b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its his permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its his permitted assignee(s), against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writing. 6.2 At the Closing, Burcon shall deliver or cause to be delivered to each Standby Purchaser: (a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying for and on behalf of Burcon that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iii) the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Notice and the Rights Offering Circular; (b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 The closing (the "“Closing"”) of the purchase by each Standby Purchaser and sale by Burcon DIRTT of the Standby Commitment Rights Shares pursuant to this Agreement shall be completed at on the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writingClosing Date. 6.2 At the Closing, Burcon DIRTT shall deliver or cause to be delivered to each Standby Purchaserdelivered: (a) to each ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a certificate signed by any two officers officer of Burcon DIRTT acceptable to the Standby PurchaserPurchasers (it being agreed that the chief executive officer and the chief financial officers are acceptable), certifying for and on behalf of Burcon DIRTT that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iiiii) the representations and warranties of Burcon DIRTT contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Circular;Documents; and (b) DIRTT shall deliver or cause to be delivered in accordance with such Standby Purchaser’s delivery instructions, a definitive certificate or advice statements representing the Common Rights Shares to be purchased by the such Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, Agreement registered in the name of the e Standby Purchaser or its permitted assignee(s); and (cPermitted Assignee(s) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment by the applicable Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon in accordance with the Rights Offering Documents, or as DIRTT may otherwise direct, of the aggregate purchase price for the Common Rights Shares to be purchased by the such Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 5.1 The closing (the "Closing") of the purchase by each the Standby Purchaser and sale by Burcon Coro of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burconlegal counsel to Coro, at the Expiry Time or at such other time and place as Burcon Coro and the Standby Purchasers Purchaser may agree upon in writing. 6.2 5.2 At the Closing, Burcon Coro shall deliver or cause to be delivered to each Standby Purchaserdelivered: (a) to the Standby Purchaser: a certificate signed by any two officers of Burcon Coro acceptable to the Standby Purchaser, certifying for and on behalf of Burcon Coro that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon Coro and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iii) the representations and warranties of Burcon Coro contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Notice and the Rights Offering Circular;; and (b) in accordance with the Standby Purchaser's delivery instructions: a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), or such other evidence of the ownership of such Common Shares as the Standby Purchaser may request. against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon Coro, or as Coro may otherwise direct, of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 The closing Sellers are now delivering to XPO the following: (i) certificates representing the "Closing"Shares duly endorsed in blank for transfer or accompanied by duly executed blank stock transfer powers; (ii) duly executed Escrow Agreement executed by the Escrow Agent and the Sellers; (iii) a favourable opinion of counsel to the Sellers, substantially in the form attached as Exhibit A; (iv) duly executed resignations effective as at the Effective Time of each director and officer of the purchase by each Standby Purchaser Company and sale by Burcon certain of the Standby Commitment Subsidiaries specified by XPO; (v) duly executed releases from each of the Seller Parties of all claims they may have against the Company and any Subsidiary, in form and substance satisfactory to XPO; (vi) duly executed stock transfer documents and general releases of the Company Group from certain of the minority shareholders of any Subsidiary, such stock transfer documents and general releases to be in form and substance satisfactory to XPO; (vii) copies of required third party consents and any regulatory approvals, if any; (viii) all books and records of and related to the Company and the Business, including copies of all of the Company’s insurance policies; (ix) a sublease of the warehouse space currently occupied by North American Distribution Logistics Inc. duly executed by it and Kelron Distribution Ontario Limited (“KDO”); (x) the Kelron Cleveland APA duly executed by the Sellers affiliate, Kelron Cleveland; and (xi) all documentation and other evidence reasonably requested by XPO in order to establish the due authorization and completion of the transactions contemplated by this Agreement, including the taking of all corporate proceedings by the boards of directors and shareholders of the Company and the Subsidiaries, as applicable, required to effectively carry out the obligations of the Seller Parties and the Company pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writingAgreement. 6.2 At (b) XPO is now delivering to the Closing, Burcon Sellers the following: (i) the Share Purchase Price and funds required to satisfy the amount of the Shareholder Loans shall deliver or cause to be delivered to each Standby Purchaser: (a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying Pallet Valo LLP for and on behalf of Burcon that: (i) it has complied with all covenants the Seller Parties, the Kelron Montreal minority shareholders and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the ClosingKelron Vancouver minority shareholders, as the case may be; (ii) there has been no material adverse change duly executed 2387 Note; (actualiii) duly executed 2393 Note; (iv) duly executed Escrow Agreement executed by the Escrow Agent and XPO; (v) copies of any regulatory approvals required to complete the Transactions; (vi) a sublease of the warehouse space currently occupied by North American Distribution Logistics Inc. duly executed by KDO, anticipated, proposed or prospective, financial or otherwisein form and substance acceptable to XPO; (vii) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in Kelron Cleveland APA duly executed by the financial markets in Canada, from the date hereof to the ClosingXPO affiliate; and (iiiviii) all documentation and other evidence reasonably requested by the representations Sellers in order to establish the due authorization and warranties completion of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Circular; (b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in including the name taking of the e Standby Purchaser or its permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment all corporate proceedings by the Standby Purchaser by bank draft, wire transfer or certified cheque board of directors and shareholders of XPO required to Burcon effectively carry out the obligations of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser XPO pursuant to this Agreement.

Closing Arrangements. 6.1 8.1 The closing Closing shall take place at 10:00 a.m. (Vancouver time) on the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed Closing Date at the offices of BurconBlake, at the Expiry Time ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Suite 2600, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, B.C., or at such other time and place on the Closing Date as Burcon and may be agreed by the Standby Purchasers may agree upon in writingParties. 6.2 8.2 At the Closing, Burcon UUL shall deliver or cause to be delivered to each Standby PurchaserCrosshair: (a) a certificate signed by any two officers certified true copy of Burcon acceptable to the Standby Purchaser, certifying for and on behalf resolutions of Burcon that: (i) it UUL evidencing that the Board of Directors of UUL has complied with all covenants and satisfied all terms and conditions of approved this Agreement on its part to be complied with and satisfied at or prior to all of the Closingtransactions of UUL contemplated hereunder; (iib) there has been no material adverse change (actuala form of document satisfactory to Crosshair, anticipatedacting reasonably, proposed or prospective, financial or otherwise) duly executed by UUL for the transfer of UUL’s Interest in the businessClaims to Crosshair and where, affairsapplicable, operationsUUL will file and record such instruments of conveyance and transfer with the appropriate governmental authorities (all filing fees to be paid by UUL); (c) the Escrow Agreement, assetsattached hereto as Schedule “C”, financial conditionduly executed by UUL, liabilities for the escrow of the Crosshair Shares and Crosshair Warrants issued to UUL; (contingent or otherwised) or capital the Voting Trust Agreement, attached hereto as Schedule “D”, duly executed by UUL, for the voting by UUL of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof Crosshair Shares subject to the Closing; andEscrow Agreement; (iiie) the Assignment and Assumption Agreement, attached hereto as Schedule “F”, duly executed by UUL, for the transfer of UUL’s rights and obligations under the PAA; (f) a certificate of a senior officer of UUL (without personal liability) dated as of the Closing Date certifying that the representations and warranties of Burcon UUL contained herein are true and correct in all material respects as of the date made and as of the Closing after giving effect Date; (g) originals or copies of all documents, data, maps, books, records, results and other material related to the transactions contemplated herein and Claims in the Rights Offering Circularpossession of UUL; (h) favourable legal opinions of legal counsel to UUL, addressed to Crosshair and dated as of the Closing Date, in the form and content acceptable to Crosshair acting reasonably; and (i) such other documents as Crosshair may reasonably request. 8.3 At Closing, Crosshair shall deliver or cause to be delivered: 50612059.9 (a) certified true copies of the resolutions of the directors of Crosshair evidencing the approval of this Agreement and all of the transactions of Crosshair contemplated hereunder; (b) a definitive certificate or certificates representing the Common Crosshair Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); andUUL; (c) a warrant certificate or certificates representing the Standby Crosshair Warrants registered in the name of UUL; (d) a form of document satisfactory to be UUL, acting reasonably, evidencing that the Bridge Loan is forgiven and the Security is released; (e) the Escrow Agreement, attached hereto as Schedule “C”, duly executed by Crosshair, for the escrow of the Crosshair Shares and Crosshair Warrants issued to UUL; (f) the Standby Purchaser or its permitted assignee(s)Voting Trust Agreement, against payment attached hereto as Schedule “E”, duly executed by Crosshair, for the Standby Purchaser voting by bank draft, wire transfer or certified cheque to Burcon UUL of the aggregate purchase price Crosshair Shares subject to the Escrow Agreement; (g) the Assignment and Assumption Agreement, attached hereto as Schedule “F”, duly executed by Crosshair, for the Common Shares transfer of UUL’s rights and obligations under the PAA; (h) a certificate signed by a senior officer of Crosshair (without personal liability) dated as of the Closing Date certifying that the representations and warranties of Crosshair contained herein are true and correct in all material respects as of the date made and as of the Closing Date; (i) such favourable legal opinions of legal counsel to be purchased by Crosshair, addressed to UUL and dated as of the Standby Purchaser pursuant Closing Date, in the form and content acceptable to this AgreementUUL; and (j) such other documents as UUL may reasonably request.