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

 

foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

 

Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) calendar days before the Company’s good-faith estimate of the date of filing a registration statement for an IPO; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

 

3.2.                            Inspection.  The Company shall permit each Major Holder, at such Major Holder’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Holder upon reasonable advance notice; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

 

3.3.                            Observer Rights.  Devon Park Bioventures, L.P., Bessemer Venture Partners VII L.P., MPM Bio IV NVS Strategic Fund, LP, TVM Life Science Ventures VI, L.P., Skyline Venture Partners Qualified Purchaser Fund IV, L.P., Prism Venture Partners V, L.P., Intersouth Partners VI, L.P., Deerfield Private Design Fund III, L.P., Abingworth Bioventures VI LP, Pharmstandard International S.A., and the holders of a majority of the outstanding shares of capital stock held by the Key Holders (as defined in the Voting Agreement) shall each be entitled to designate one person to attend all meetings of the Company’s Board of Directors in a nonvoting observer capacity and, in this respect, the Company shall give such designees copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that each such designee shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude any such designee from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.  The right of the holders of a majority of the outstanding shares of capital stock held by the Key Holders to designate a Board observer under this section shall terminate on the date on which the Key Holders, as of the effective date of this Agreement, hold collectively less than five percent (5%) of the total issued and outstanding voting capital stock of the Company.

 

3.4.                            Termination of Information and Observer Rights.

 

(a)                                 The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of

 

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