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

 

(ii)                                  At the Third Tranche Closing, the Company shall deliver to each Purchaser a certificate representing the number of the Third Tranche Shares being purchased by such Purchaser pursuant to Section 1.1(d) hereof, against either (1) payment by such Purchaser of the purchase price for such number of the Third Tranche Shares by check payable to the Company, by wire transfer to a bank account designated by the Company or by any combination of such methods or (2) delivery by such Purchaser of a Net Issue Election Form that has been properly completed and duly executed by such Purchaser if such Purchaser is entitled to make a Net Issue Election pursuant to Section 1.1(d)(iii) in connection with the number of the Third Tranche Shares being purchased by such Purchaser pursuant to Section 1.1(d) hereof.

 

(d)                                 Definition of Closing. Each of the Initial Tranche Closing, the Second Tranche Closing (if any) and the Third Tranche Closing (if any), is sometimes referred to herein, individually, as a “Closing.” The Initial Tranche Closing, the Second Tranche Closing (if any) and the Third Tranche Closing (if any) are sometimes referred to in this Agreement, collectively, as the “Closings.”

 

1.3.                            Updates to Disclosure Schedule.  The Company shall have the right to deliver to the Purchasers at each of the Initial Tranche Closing, the Second Tranche Closing and the Third Tranche Closing an amended and restated Disclosure Schedule consisting of the Disclosure Schedule as modified, revised and updated to make such disclosures concerning matters or events occurring or arising since the date hereof or the prior Closing, as the case may be, as are required in order for the representations and warranties of the Company under Section 3 hereof to be true and correct as of each of the Initial Tranche Closing, the Second Tranche Closing or the Third Tranche Closing, as applicable, provided, however, that no such Updated Disclosure Schedule (as defined below) shall cure any breach, inaccuracy, default or non-compliance existing as of the date hereof or any previous Closing, as the case may be. For purposes of this Agreement, the term “Updated Disclosure Schedule” shall mean the last amended and restated Disclosure Schedule delivered pursuant to this Section 1.3.

 

1.4.                            Use of Proceeds.  In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance with the Voting Agreement, the Company will use the proceeds from the sale of the Tranche Shares to advance the Company’s lead product, PRT-201, through Phase III clinical studies, as provided for in the Proposed Budgets (as defined in Section 5.1(n)), and for other general corporate purposes, subject to Section 5.4 of the Investors’ Rights Agreement.

 

1.5.                            Special Mandatory Conversion; Limitation on Remedies.

 

(a)                                 Special Mandatory Conversion.  Each Purchaser hereby acknowledges and agrees that if such Purchaser fails to purchase (i) all of the Second Tranche Shares that such Purchaser is obligated to purchase at the Second Tranche Closing pursuant to, and in accordance with, Section 1.1(c) hereof or (ii) all of the Third Tranche Shares that such Purchaser is obligated to purchase at the Third Tranche Closing pursuant to, and in accordance with, Section 1.1(d) hereof, then, in each case, (x) all of the shares of the Company’s Series D Preferred Stock owned by such Purchaser shall be subject to a special mandatory conversion, such special mandatory conversion to be pursuant to, and in accordance with, the terms and

 

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