QLT Shareholder Approval. The only votes of the QLT Shareholders required to approve the QLT Shareholder Resolution and the QLT Stock Option Plan Resolution in accordance with applicable Law are the QLT Shareholder Approval and the QLT Stock Option Plan Approval, respectively. The QLT Shareholder Approval is the only vote of the securityholders of QLT required by Law, the constating documents of QLT or otherwise to adopt this Agreement and approve the Transaction. The Transaction does not constitute a “business combination” as 30 such term is defined in MI 61-101. The Transaction does constitute a “related party transaction” as such term is defined in MI 61-101, but exemptions from the otherwise-applicable minority approval and valuation requirements of MI 61-101 are available.
