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SEC Filings

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

 

(ii)                                  The sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) shall be consummated only if (1) the Company delivers a written notice to all of the Purchasers (the “Second Tranche Closing Notice”) stating that the Company desires to consummate such sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) and setting forth a proposed date for the Second Tranche Closing that is consistent with the applicable requirements of Section 1.1(c)(iii) below, (2) at any time during the period commencing on the date of the Second Tranche Closing Notice and ending immediately prior to the Second Tranche Closing, those Purchasers that hold at least sixty five percent (65%) of the Tranche Shares (as defined in Section 1.7 hereof) issued and outstanding consent to the consummation of the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) and (3) all other applicable conditions precedent set forth in this Agreement to the consummation of the Second Tranche Closing shall have been satisfied or properly waived in accordance with the terms of this Agreement.  Notwithstanding the foregoing or the provisions of clause (C) of Section 1.1(c)(iii) below, if the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) has not been consummated prior to the consummation of the sale and purchase of the Third Tranche Shares (as defined in Section 1.1(d)(i) below) pursuant to Section 1.1(d) hereof, then the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) shall be consummated simultaneously with the sale and purchase of the Third Tranche Shares pursuant to Section 1.1(d) hereof, and compliance with the provisions of clauses (1) and (2) above in this Section 1.1(c)(ii) and clause (C) of Section 1.1(c)(iii) below shall not be required in connection with such sale and purchase of the Second Tranche Shares.

 

(iii)                               Notwithstanding anything express or implied in the foregoing provisions of this Section 1.1(c) to the contrary:  (A) the Company shall send the Second Tranche Closing Notice at least fifteen (15) business days before the Second Tranche Closing and the Company shall not send the Second Tranche Closing Notice at any time during the Restricted Period; (B) the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) shall not be consummated at any time during the Restricted Period; (C) the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) also shall not be consummated at any time prior to December 31, 2015 or at any time after March 31, 2017, except that the provisions of this clause (C) shall not apply to the sale and purchase of the Second Tranche Shares that, in accordance with the provisions of Section 1.1(c)(ii) above, is consummated simultaneously with the sale and purchase of the Third Tranche Shares; (D) in the event that the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) is to be consummated at any time within thirty (30) days prior to the consummation of a Deemed Liquidation Event (as defined in the Restated Certificate), each Purchaser shall have the right to make a Net Issue Election pursuant to which such Purchaser shall be issued pursuant to this Section 1.1(c), at the Second Tranche Closing, a smaller number of the Second Tranche Shares determined in accordance with such Net Issue Election and without having to make payment to the Company of any cash purchase price in connection with such smaller number of the Second Tranche Shares, in lieu of purchasing and paying the purchase price for the full number of the Second Tranche Shares that such Purchaser would otherwise have the right and obligation to purchase and pay for pursuant to this Section 1.1(c); and (E) the Company shall have no right or obligation to sell any shares of Series D Preferred Stock to a Purchaser pursuant to this Section 1.1(c), and such Purchaser shall have no right or obligation to purchase any shares of Series D Preferred Stock from the Company pursuant to this Section 1.1(c), if the Company has previously sold to such Purchaser, and such Purchaser has previously purchased from the

 

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