|SEELOS THERAPEUTICS, INC. filed this Form 8-K on 02/06/2019|
market makers for such security as reported in the OTC Link or "pink sheets" by OTC Markets Group
Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder
are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.
- "Common Stock" means (i) the Company's shares of common stock, par value $0.001 per share, and (ii) any stock capital into which such
Common Stock shall have been changed or any stock capital resulting from a reclassification, reorganization or reclassification of such Common Stock.
- "Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of
- "Designee" means Hudson Bay Capital Management LP.
- "Eligible Market" means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock
- "End Reset Date" means the forty-fifth (45th) Trading Day immediately following each of the following:
- each date on which a Registration Statement registering any Registrable Securities for resale by the Holder is declared effective by the SEC and/or is available for
- if there is no effective Registration Statement(s) that is available for use registering all of the Underlying Securities for resale by the Holder on the earlier to occur of (x)
the Rule 144 Date and (y) July 24, 2019 (such earlier date, the "Six Month Reset Date") then, the Six Month Reset Date; and
- if a Public Information Failure has occurred at any time following the Six Month Reset Date, the earlier to occur of (x) the date that such Public Information Failure is
cured and no longer prevents the Holder from selling all Underlying Securities pursuant to Rule 144 without restriction or limitation and (y) the earlier to occur of (I) the date the Holder can sell all
Underlying Securities pursuant to Rule 144 without restriction or limitation and without the requirement to be in compliance with Rule 144(c)(1) and (II) January 24, 2020.
- "End Reset Measuring Date" means each date that is forty-five (45) Trading Days immediately preceding each End Reset Date.
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