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

 

terms and conditions of this Agreement (including, without limitation, this Section 1.1(b)(i)), the Applicable Convertible Note(s) of such Noteholder Purchaser shall be deemed satisfied in full and the Company shall not owe any amount or have any other obligation of any kind under such Applicable Convertible Note(s), and such Applicable Convertible Note(s) shall be deemed cancelled, terminated and of no further force or effect whatsoever.  Each Noteholder Purchaser hereby agrees that, in the event that any provision of this Agreement (including, without limitation, this Section 1.1(b)(i)) conflicts with or is inconsistent with the terms and provisions of the Applicable Convertible Note(s) of any Noteholder Purchaser, then the conflicting or inconsistent terms and provisions of this Agreement (including, without limitation, this Section 1.1(b)(i)) (1) shall be deemed to constitute an amendment or modification of the conflicting or inconsistent terms and provisions of the Applicable Convertible Note(s) of any Noteholder Purchaser and (2) shall be deemed to supersede and control any such conflicting or inconsistent terms and provisions of the Applicable Convertible Note(s).

 

(ii)                                  Subject to the terms and conditions of this Agreement, at the Initial Tranche Closing, the Company shall issue and sell to each Purchaser, and each Purchaser, acting severally and not jointly, shall purchase from the Company, that number of shares of the Company’s Series D Preferred Stock set forth opposite each such Purchaser’s name under the heading “Initial Tranche Shares” on Exhibit A, at a purchase price per share equal to $0.588656 (such purchase price per share, subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or other similar event that affects or involves the Series D Preferred Stock, being hereinafter referred to as the “Series D Price”).  The aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Initial Tranche Closing pursuant to this Section 1.1(b)(ii) shall be 42,469,626 and the aggregate purchase price payable by the Purchasers at the Initial Tranche Closing for such aggregate number of shares shall be $25,000,000.27. For purposes of this Agreement, the term “Initial Tranche Shares” shall mean, collectively, (1) the Total Note Conversion Shares and (2) the aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Initial Tranche Closing pursuant to this Section 1.1(b)(ii), subject to, in the case of clauses (1) and (2), proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or other similar event that affects or involves the Series D Preferred Stock.

 

(c)                                  Second Tranche.

 

(i)                                     Subject to the terms and conditions of this Agreement (including, without limitation, the terms and conditions set forth below in this Section 1.1(c)), at the Second Tranche Closing (as defined in Section 1.2(b)(i) hereof), the Company shall issue and sell to each Purchaser, and each Purchaser, acting severally and not jointly, shall purchase from the Company, that number of shares of Series D Preferred Stock set forth opposite each such Purchaser’s name under the heading “Second Tranche Shares” on Exhibit A, at a purchase price per share equal to the Series D Price.  Subject to the provisions of this Section 1.1(c), the aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Second Tranche Closing shall be 8,493,925 (such aggregate number of shares, subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or other similar event that affects or involves the Series D Preferred Stock, being hereinafter referred to as the “Second Tranche Shares”) and the aggregate purchase price payable by the Purchasers at the Second Tranche Closing for all of the Second Tranche Shares shall be $5,000,000.03.

 

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