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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice.  If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) calendar days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Qualified Investors in accordance with this Section 4.1.

 

(e)                                  The right of first offer in this Section 4.1 shall not be applicable to (i) shares of Common Stock or Derivative Securities issued as a dividend or distribution on Preferred Stock; (ii) shares of Common Stock or Derivative Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by the Charter Article Fourth Part C Sections 4.5, 4.6, 4.7 or 4.8; (iii) shares of Common Stock or Derivative Securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) shares of Common Stock or Derivative Securities actually issued upon the exercise of Derivative Securities or shares of Common Stock actually issued upon the conversion or exchange of Derivative Securities, in each case provided such issuance is pursuant to the terms of such Derivative Security; (v) shares of Common Stock or Derivative Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Company including a majority of the Preferred Directors; (vi) shares of Common Stock or Derivative Securities issued or issuable to a contracting party in connection with a licensing, corporate partnering, merger, acquisition or similar strategic or combination transaction approved by a majority of the Board of Directors of the Company, including a majority of the Preferred Directors; (vii) the Warrants and/or shares of Common Stock issued or issuable upon exercise of the Warrants; or (viii) shares of Series D Preferred Stock or Common Stock issued or issuable pursuant to the Purchase Agreement (including, without limitation, any right granted under the Purchase Agreement to purchase shares of Series D Preferred Stock or Common Stock) and/or shares of Common Stock issued or issuable upon conversion of such shares of Series D Preferred Stock.

 

4.2.                            Termination.  The covenants set forth in Section 4.1 shall terminate and be of no further force or effect immediately before the consummation of the IPO.  The covenants set forth in Section 4.1 shall terminate and be of no further force and effect upon a Deemed Liquidation Event, as such term is defined in the Charter.  The covenants set forth in Section 4.1 with respect to an Investor shall terminate with respect to such Investor on the date on which such Investor’s shares of Series D Preferred Stock are converted to Common Stock pursuant to Section 5A of Division C of Article Fourth of the Charter.

 

5.                                      Additional Covenants.

 

5.1.                            Insurance.  The Company shall use its commercially reasonable efforts to obtain, to the extent it has not already done so, within ninety (90) calendar days of the date hereof, from financially sound and reputable insurers Directors and Officers Errors and Omissions insurance in an amount satisfactory to the Board of Directors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board of Directors determines that such insurance should be discontinued.

 

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