The Interim Order. As soon as reasonably practicable after the Registration Statement is declared effective by the SEC, Zymeworks shall apply under Part 9, Division 5 of the BCBCA and shall prepare, file and pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things, as follows: (a) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Special Meeting, and for the manner in which such notice is to be provided; (b) that the required level of approval for the Redomicile Resolution shall be by: (i) the Zymeworks Shareholders by way of a special resolution passed by the Zymeworks Shareholders representing at least two-thirds of the votes cast by the Zymeworks Shareholders, in person or by proxy, at the Special Meeting, and (ii) the Zymeworks Securityholders, voting together as a single class, by way of special resolution passed by the Zymeworks Securityholders representing at least two-thirds of the votes cast by Zymeworks Securityholders, in person or by proxy, at the Special Meeting (collectively, the “Required Approval”); (c) that the Special Meeting may be adjourned or postponed from time to time by Zymeworks without the need for additional approval of the Court; (d) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Governing Documents of Zymeworks, including quorum requirements and all other matters, shall apply in respect of the Special Meeting; (e) confirmation of the record date for the purposes of determining the Zymeworks Securityholders entitled to receive material and vote at the Special Meeting in accordance with the Interim Order; (f) that the record date for the Zymeworks Securityholders entitled to notice of and to vote at the Special Meeting will not change in respect of any adjournments or postponements of the Special Meeting; (g) for the grant of the Dissent Rights to Zymeworks Shareholders as contemplated by the Plan of Arrangement; (h) that it is the intention of the Parent and ExchangeCo to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the issuance of Exchangeable Shares in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (i) that the aggregate number of Exchangeable Shares issued in respect of the Canadian Share Exchange shall be no greater than the Exchangeable Share Cap, allocated proportionately among Eligible Holders participating in the Canadian Share Exchange in accordance with the number of Exchangeable Shares requested in their Letter of Transmittal and Election Form, and in respect of each such Eligible Holder, rounded down to the nearest whole share; (j) for the notice requirements regarding the presentation of the application to the Court for the Final Order; and (k) for such other matters as Zymeworks may agree are reasonably necessary to complete the Redomicile Transactions.
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The Interim Order. As soon as reasonably practicable after the Registration Statement is declared effective by date of this Agreement, the SEC, Zymeworks General Partner and Subversive shall apply under pursuant to Part 9, Division 5 of the BCBCA and shall and, in cooperation with Intercure, prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things, as follows:
(a) for For the classes class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Special Meeting, Subversive Meeting and for the manner in which such notice is to be provided;
(b) that That the required level of approval for the Redomicile Subversive Arrangement Resolution shall be by: (i) the Zymeworks Shareholders by way of a special resolution passed by the Zymeworks Shareholders representing at least two-thirds of the votes cast by the Zymeworks Shareholders, in person or by proxy, at the Special Meeting, and (ii) the Zymeworks Securityholders, voting together as a single class, by way of special resolution passed by the Zymeworks Securityholders representing at least two-thirds of the votes cast by Zymeworks Securityholders, in person or by proxy, at the Special Meeting (collectively, the “Subversive Required Approval”);
(c) that the Special Meeting may be adjourned or postponed from time to time by Zymeworks without the need for additional approval of the Court;
(d) thatThat, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Subversive Governing Documents of ZymeworksDocuments, including quorum requirements and all other matters, shall apply in respect of the Special Subversive Meeting;
(d) For the grant of the Arrangement Dissent Rights to those Subversive Limited Partners who are registered Subversive Limited Partners;
(e) confirmation For the notice requirements with respect to the presentation of the record date application to the Court for the purposes of determining the Zymeworks Securityholders entitled to receive material and vote at the Special Meeting in accordance with the Interim Final Order;
(f) that That the Subversive Meeting may be adjourned or postponed from time to time by Subversive, in accordance with the terms of this Agreement and without the need for additional approval of the Court;
(g) That the record date for the Zymeworks Securityholders Subversive Limited Partners entitled to notice of and to vote at the Special Subversive Meeting will not change in respect of any adjournments adjournment(s) or postponements postponement(s) of the Special Subversive Meeting;
(g) for the grant of the Dissent Rights to Zymeworks Shareholders as contemplated by the Plan of Arrangement;
(h) that That it is the Intercure’s intention of the Parent and ExchangeCo to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act in connection with respect to the issuance of Exchangeable Intercure Shares in accordance with pursuant to the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement;; and
(i) that the aggregate number of Exchangeable Shares issued in respect of the Canadian Share Exchange shall be no greater than the Exchangeable Share Cap, allocated proportionately among Eligible Holders participating in the Canadian Share Exchange in accordance with the number of Exchangeable Shares requested in their Letter of Transmittal and Election Form, and in respect of each such Eligible Holder, rounded down to the nearest whole share;
(j) for the notice requirements regarding the presentation of the application to the Court for the Final Order; and
(k) for For such other matters as Zymeworks the Parties may agree are reasonably necessary to complete the Redomicile TransactionsBusiness Combination.
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