Governmental Entity means any United States, Canadian, international or other
(i) federal, state, provincial, local, municipal or other government entity, (ii) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other
tribunal) or (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitrator or arbitral tribunal (public or private).
Information Circular means the notice of the Special Meeting to be sent to the Zymeworks Securityholders, and the accompanying proxy
statement/prospectus to be prepared in connection with the Special Meeting, together with any amendments thereto or supplements thereof in accordance with the terms of this Agreement, and substantially in the form included in the Registration
Statement.
Irish Sub Stock means the issued and outstanding shares of Zymeworks Pharmaceuticals Limited., a corporation incorporated
under the laws of Ireland, consisting of 100 ordinary shares, par value EUR 1.00 per share.
Intended U.S. Tax Treatment has the
meaning set forth in Section 5.1.
Interim Order means the interim order of the Court contemplated by Section 2.2 of this
Agreement and made pursuant to Section 291 of the BCBCA, in a form acceptable to Zymeworks providing for, among other things, the calling and holding of the Special Meeting, as the same may be amended by the Court, provided that any such
amendment is acceptable to Zymeworks.
Law means any federal, state, local, provincial, foreign, national or supranational statute, law
(including common law), act, statute, ordinance, treaty, rule, code, regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.
Letter of Transmittal and Election Form has the meaning given to it in the Plan of Arrangement.
Lien includes any mortgage, pledge, assignment, charge, lien, security interest, adverse interest in property, license or sub-license, charge, or other third-party interest or encumbrance of any kind (including, in the case of any equity securities, any voting, transfer or similar restrictions) whether contingent or absolute, and any
agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing.
New Common
Shares has the meaning set forth in Section 3.2(a).
NYSE means the New York Stock Exchange.
Order means any writ, order, judgment, injunction, decision, determination, award, ruling, subpoena, verdict or decree entered, issued or
rendered by any Governmental Entity.
Other Withholding Agent has the meaning set forth in Section 2.10(a).
Parent has the meaning set forth in the introductory paragraph to this Agreement.
Parent Share Exchange means the exchange of Zymeworks Common Shares for Delaware Common Stock in accordance with the Plan of Arrangement,
but excluding any such exchange under the Canadian Share Exchange.
Party and Parties each have the meaning set
forth in the introductory paragraph to this Agreement.
Person includes an individual, partnership, corporation, limited liability
company, joint stock company, unincorporated organization or association, trust, joint venture, trustee, executor, administrator, legal representative, government or any other entity, whether or not a legal entity.
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