Common use of Ownership of Outstanding Shares Clause in Contracts

Ownership of Outstanding Shares. Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 26.11(b) of the Exchangeable Share Provisions, Parent covenants and agrees in favour of ExchangeCo that, as long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of ExchangeCo and CallCo. Notwithstanding the foregoing, Parent shall not be in violation of this Section 2.11 if any Person or group of Persons acting jointly or in concert acquires all or substantially all of the assets of Parent or the Delaware Common Stock pursuant to any merger or similar transaction involving Parent pursuant to which Parent is not the surviving corporation.

Appears in 2 contracts

Samples: And Amended Transaction Agreement (Zymeworks Inc.), Exchangeable Share Support Agreement (Zymeworks Delaware Inc.)

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Ownership of Outstanding Shares. Without the prior approval of ExchangeCo the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 26.11(b) of the Exchangeable Share Provisions, Parent covenants and agrees in favour of ExchangeCo the Company that, as long as any outstanding Exchangeable Shares not owned by Parent or its Affiliates Subsidiaries are outstanding, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of ExchangeCo Common Shares and CallCoCallco. Notwithstanding the foregoing, Parent shall not be in violation of this Section 2.11 if any Person person or group of Persons persons acting jointly or in concert acquires all or substantially all of the assets of Parent or the Delaware Common Stock Parent Shares pursuant to any merger or similar transaction involving Parent pursuant to which Parent is not the surviving corporation.

Appears in 1 contract

Samples: Exchangeable Share Support Agreement (HWEL Holdings Corp.)

Ownership of Outstanding Shares. Without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 26.11(b11(b) of the Exchangeable Share Provisions, the Parent covenants and agrees in favour of ExchangeCo Exchangeco that, as long as any Exchangeable Shares not owned by the Parent or its Affiliates subsidiaries are outstanding, the Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of ExchangeCo Exchangeco and CallCoCallco. Notwithstanding the foregoing, the Parent shall not be in violation of this Section 2.11 if any Person person or group of Persons persons acting jointly or in concert acquires all or substantially all of the assets of the Parent or the Delaware Common Stock Parent Shares pursuant to any merger or similar transaction involving of the Parent pursuant to which the Parent is was not the surviving corporation.

Appears in 1 contract

Samples: Exchange Agreement (Biotricity Inc.)

Ownership of Outstanding Shares. Without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 26.11(b11(b) of the Exchangeable Share Provisions, the Parent covenants and agrees in favour of ExchangeCo Exchangeco that, as long as any Exchangeable Shares not owned by the Parent or its Affiliates affiliates are outstanding, the Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of ExchangeCo Exchangeco and CallCoCallco. Notwithstanding the foregoing, the Parent shall not be in violation of this Section 2.11 if any Person person or group of Persons persons acting jointly or in concert acquires all or substantially all of the assets of the Parent or the Delaware Common Stock Parent Shares pursuant to any merger or similar transaction involving of the Parent pursuant to which the Parent is was not the surviving corporation.

Appears in 1 contract

Samples: Support Agreement (DelMar Pharmaceuticals, Inc.)

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Ownership of Outstanding Shares. Without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 26.11(b11(b) of the Exchangeable Share Provisions, the - 9 - Parent covenants and agrees in favour of ExchangeCo Exchangeco that, as long as any Exchangeable Shares not owned by the Parent or its Affiliates subsidiaries are outstanding, the Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of ExchangeCo Exchangeco and CallCoCallco. Notwithstanding the foregoing, the Parent shall not be in violation of this Section 2.11 if any Person person or group of Persons persons acting jointly or in concert acquires all or substantially all of the assets of the Parent or the Delaware Common Stock Parent Shares pursuant to any merger or similar transaction involving of the Parent pursuant to which the Parent is was not the surviving corporation.

Appears in 1 contract

Samples: Support Agreement (Biotricity Inc.)

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