Common use of No Piggyback on Registrations; Prohibition on Filing Other Registration Statements Clause in Contracts

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 3.1(w) of the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In the event that, under SEC Guidance, there is a limitation on the number of Registrable Securities that may be included in a Registration Statement, securities of the Company that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any of the Registrable Securities. Thereafter, the Holders shall have priority over any other security holders with outstanding registration rights. Any reduction pursuant to this Section 6(b) in the number of Registrable Securities registered shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant to the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 3.1(wcontemplated by Section 6(e) of the Purchase Agreementherein, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by has been filed with the CommissionCommission covering all of the Registrable Securities, provided that this Section 6(b), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In Agreement and (ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable Securities. Thereafter; provided, however, that upon the filing of a Registration Statement covering all of the Registrable Securities, the Holders Company shall have priority over be permitted to file any other security holders registration statements in connection with outstanding registration rights. Any reduction a primary offering regardless of whether a Registration Statement covering all of the Registrable Securities has been declared effective by the Commission; provided, further, that once all Registrable Securities are registered pursuant to this Section 6(b) in a Registration Statement that is declared effective by the number of Registrable Securities registered Commission, the Company shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant permitted to the Purchase Agreementfile any other registration statements.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth (i) on Schedule 3.1(w6(c) attached hereto and (ii) the last sentence of Section 6(a), the Ordinary Shares issuable upon conversion of the Note in the transactions contemplated by the Purchase AgreementAgreement and the Note, neither the Company nor any of its security holders (other than the Holders Holder in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until Until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, the Company shall not file any registration statements unless such registration statement includes the maximum number of Registrable Securities that are not then registered on an effective Registration Statement, provided that this Section 6(b6(c) shall not prohibit the Company from filing (x) amendments to registration statements filed prior to the date of this Agreement. In Agreement so long as no new securities are registered on any such existing registration statements, (y) registration statements with respect to any Business Combination Registration Rights and (z) any registration statements related to effort by the event that, under SEC Guidance, there is a limitation on Company to raise additional debt or equity or hybrid capital; provided that the number Company shall not file any Registration Statements following the closing of the Business Combination that does not include the Registrable Securities that may be included in a Registration Statementuntil all Registrable Securities, securities not exceeding 20% of the outstanding ordinary shares of the Company that have been or such lower amount as the SEC requires, are registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any of the Registrable Securities. Thereafter, the Holders shall have priority over any other security holders with outstanding registration rights. Any reduction pursuant to this Section 6(b) in the number of Registrable Securities registered shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant to the Purchase AgreementRegistration Statement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 3.1(wcontemplated by Section 6(e) of the Purchase Agreementherein, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by has been filed with the CommissionCommission covering all of the Registrable Securities, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In Agreement and (ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable Securities. Thereafter; provided, however, that upon the filing of a Registration Statement covering all of the Registrable Securities, the Holders Company shall have priority over be permitted to file any other security holders registration statements in connection with outstanding registration rights. Any reduction a primary offering regardless of whether a Registration Statement covering all of the Registrable Securities has been declared effective by the Commission; provided, further, that once all Registrable Securities are registered pursuant to this Section 6(b) in a Registration Statement that is declared effective by the number of Registrable Securities registered Commission, the Company shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant permitted to the Purchase Agreementfile any other registration statements.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the Common Stock and Common Stock underlying the warrants issued as set forth on Schedule 3.1(wan Exempt Issuance under clause (d) of the definition of Exempt Issuance in the Purchase AgreementAgreement and the shares of Common Stock issuable pursuant to the Equity Line Facility pursuant to the terms set forth therein on the date hereof, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Other than amendments to the existing registration statement on Form S-1, File No. 333-179745, the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In Agreement and (ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable Securities. Thereafter, the Holders shall have priority over any other security holders with outstanding registration rights. Any reduction pursuant to this Section 6(b) in the number of Registrable Securities registered shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant to the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 3.1(w) of the Purchase Agreementin Section 6(e), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by has been filed with the CommissionCommission covering all of the Registrable Securities, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In Agreement,(ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable Securities. Thereafter, and (iii) shall not prohibit the Company from filing a registration statement on Form S-8; provided, however, that upon the filing of a Registration Statement covering all of the Registrable Securities, the Holders Company shall have priority over be permitted to file any other security holders registration statements in connection with outstanding registration rights. Any reduction a primary offering regardless of whether a Registration Statement covering all of the Registrable Securities has been declared effective by the Commission; provided, further, that once all Registrable Securities are registered pursuant to this Section 6(b) in a Registration Statement that is declared effective by the number of Registrable Securities registered Commission, the Company shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant permitted to the Purchase Agreementfile any other registration statements.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as contemplated by Section 6(e) herein, and except as set forth on in Schedule 3.1(w) of the Purchase AgreementI attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Except in connection with the items described in Schedule I attached hereto, the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by has been filed with the CommissionCommission covering all of the Registrable Securities, provided that this Section 6(b), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In Agreement and (ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable Securities. Thereafter; provided, however, that upon the filing of a Registration Statement covering all of the Registrable Securities, the Holders Company shall have priority over be permitted to file any other security holders registration statements in connection with outstanding registration rights. Any reduction a primary offering regardless of whether a Registration Statement covering all of the Registrable Securities has been declared effective by the Commission; provided, further, that once all Registrable Securities are registered pursuant to this Section 6(b) in a Registration Statement that is declared effective by the number of Registrable Securities registered Commission, the Company shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant permitted to the Purchase Agreementfile any other registration statements.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 3.1(w6(b) of the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b6(a) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In , (ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable SecuritiesSecurities and (iii) shall not prohibit the Company from filing a registration statement on Form S-8. ThereafterNotwithstanding the foregoing, the Holders shall have priority over any other security holders with outstanding Company may file post-effective amendments to its registration rights. Any reduction pursuant statements previously declared effective by the SEC , as required to this Section 6(b) in the number of Registrable Securities registered shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant to the Purchase Agreementmaintain or re-effect effectiveness.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as contemplated by the October 2020 RRA and as set forth on Schedule 3.1(w) of the Purchase Agreementin Section 6(e), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by has been filed with the CommissionCommission covering all of the Registrable Securities, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In Agreement and (ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable Securities. Thereafter; provided, however, that upon the filing of a Registration Statement covering all of the Registrable Securities, the Holders Company shall have priority over be permitted to file any other security holders registration statements in connection with outstanding registration rights. Any reduction a primary offering regardless of whether a Registration Statement covering all of the Registrable Securities has been declared effective by the Commission; provided, further, that once all Registrable Securities are registered pursuant to this Section 6(b) in a Registration Statement that is declared effective by the number of Registrable Securities registered Commission, the Company shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant permitted to the Purchase Agreementfile any other registration statements.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 3.1(w) of the Purchase Agreementin Section 6(e), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by has been filed with the CommissionCommission covering all of the Registrable Securities, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In Agreement and (ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable Securities. Thereafter; provided, however, that upon the filing of a Registration Statement covering all of the Registrable Securities, the Holders Company shall have priority over be permitted to file any other security holders registration statements in connection with outstanding registration rights. Any reduction a primary offering regardless of whether a Registration Statement covering all of the Registrable Securities has been declared effective by the Commission; provided, further, that once all Registrable Securities are registered pursuant to this Section 6(b) in a Registration Statement that is declared effective by the number of Registrable Securities registered Commission, the Company shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant permitted to the Purchase Agreementfile any other registration statements.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 3.1(w6(b) attached hereto, and shares of Common Stock issued in transactions contemplated by clause (d) under the Purchase Agreementdefinition of Exempt Issuance (which, if included in a Registration Statement, such shares of Common Stock shall be included in definition of “Registrable Securities” and the holder thereof shall be included in definition of a “Holder” herein), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In Agreement and (ii) shall not prohibit the event thatCompany from filing a shelf registration statement on Form S-3 for a primary offering by the Company, under SEC Guidance, there is a limitation on provided that the number Company makes no offering of Registrable Securities that may be included in a Registration Statement, securities pursuant to such shelf registration statement prior to the effective date of the Company Registration Statement required hereunder that have been registered on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any includes all of the Registrable Securities. Thereafter, the Holders shall have priority over any other security holders with outstanding registration rights. Any reduction pursuant to this Section 6(b) in the number of Registrable Securities registered shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant to the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 3.1(w) of the Purchase Agreement, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any registration statements Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements statements, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their equivalents, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing (i) supplements or amendments to registration statements filed prior to the date of this Agreement. In , or (ii) registration statements on Form S-3 (“Exempt Registration Statements”) after the event thatMerger Effective Date with respect to the resale of any Exempt Issuance securities or as may otherwise be required pursuant to any contractual obligations of Seelos Therapeutics, under SEC Guidance, there is a limitation on the number of Registrable Securities that may be included Inc. in a Registration Statement, securities of the Company that have been registered on an effective registration statement of the Company effect as of the date hereof; provided that, such Exempt Registration Statements shall be filed no earlier than the Filing Date of the Initial Registration Statement and the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement shall to be registered prior to declared effective under the Securities Act no later than any of the Registrable Securities. Thereafter, the Holders shall have priority over any other security holders with outstanding registration rights. Any reduction pursuant to this Section 6(b) in the number of Registrable Securities registered shall be done on a pro rata basis in accordance with the Holders’ investment made pursuant to the Purchase Agreementsuch Exempt Registration Statements.