|SEELOS THERAPEUTICS, INC. filed this Form 8-K on 02/06/2019|
or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the
Company to surrender their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which
case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any
portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction. For the avoidance of doubt, in no event shall the Merger or the
transactions contemplated by the Merger Agreement and completed before the Issuance Date be deemed to be a "Fundamental Transaction."
- "Group" means a "group" as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.
- "Initial Common Shares" means the Exchange Shares issued in exchange for the Initial Common Shares (each as defined in the Securities Purchase
Agreement) purchased by the initial Holder.
- "Interim Reset Date" means each of the ninth (9th) Trading Day, the eighteenth (18th) Trading Day, the twenty-seventh (27th) Trading Day and the thirty-sixth
(36th) Trading Day , in each case, immediately following each End Reset Measuring Date.
- "Maximum Eligibility Number Amount" means initially zero (0) and such number shall be increased (but not decreased) on each Reset Date to equal the
applicable Reset Share Amount.
- "Options" means any rights, warrants or options to subscribe for or purchase (i) shares of Common Stock or (ii) Convertible Securities.
- "Parent Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose common capital or
equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required Holders, any other market, exchange or quotation system), or, if there is more than one such
Person or such entity, the Person or such entity designated by the Required Holders or in the absence of such designation, such Person or entity with the largest public market capitalization as of
the date of consummation of the Fundamental Transaction.
- "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
and a government or any department or agency thereof.
- "Principal Market" means The Nasdaq Capital Market.
- "Public Information Failure" shall have the meaning ascribed to such term in the Securities Purchase Agreement.
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