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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
Entire Document
 

 

Fully Exercising Investor” shall have the meaning set forth in Section 4.1(c).

 

GAAP” means generally accepted accounting principles in the United States.

 

Holder” means any holder of Registrable Securities who is a party to this Agreement.

 

Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

 

Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

 

IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

 

Investors” shall have the meaning set forth in the Preamble.

 

Key Person means Timothy Noyes, Steven Burke, any executive-level employee (including division director and vice president-level positions) and any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).

 

Major Holder” means any Investor that, individually or together with such Investor’s Affiliates, holds at least 2,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).

 

New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

 

Offer Notice” shall have the meaning set forth in Section 4.1(b).

 

Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

 

Preferred Director” means each of (i) the directors of the Company that the holders of record of Series D Preferred Stock, exclusively, are entitled to elect, (ii) the director of the Company that the holders of record of Series B Preferred Stock, exclusively, are entitled to elect and (iii) the directors of the Company that the holders of record of Series A Preferred Stock and Series A-1 Preferred Stock, exclusively and voting together as single class, are entitled to elect, in each case pursuant to the Charter.

 

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