Koo - You are pretty much correct. It appears that shareholder approval is necessary but wouldn't be if they just sold parts of their IP like ZEN-3694. To clarify one of your statements, shareholders of the majority of the outstanding shares including ZHCLF shares would have to approve a total sale. The number of the ZHCLF shares outstanding might be small enough that they could vote fully against the sale but it could still be approved by the majority of the shares. They are all the same shares so it doesn't matter where the votes come from, just the majority of all of them. I think you just meant to include them in the vote, not that they had to approve it but hopefully this is clearer.
If ZEL was sold, ZCC could still be revenue generating from the RPSs but no longer as an operating biotech unless they bought some other operating property or science and began developing it again like RVX did in the beginning. I don't know the BoD's feeling but DM made it clear that he would like at least some of the money given to shareholders. He wants some money himself!