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SEC Filings

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

 

significant effect of PRT-201 compared to placebo on primary patency loss in radiocephalic arteriovenous fistula (“RC-AVF”) patients; and (ii) statistically significant effect of PRT-201 compared to placebo on fistula maturation according to the KDOQI criteria in RC-AVF patients.

 

MPM” means MPM Bio IV NVS Strategic Fund, LP.

 

Net Issue Election” means the following:  (i) in the case of a Purchaser’s right and obligation to purchase Shares pursuant to Section 1.1(c) hereof or Section 1.1(d) hereof, as applicable, by making payment of the applicable cash purchase price therefor in accordance with the provisions of Section 1.1(c) or Section 1.1(d), as applicable, Purchaser’s election to have the Company issue to such Purchaser a smaller number of the class or series of Shares than the Purchaser would be required to purchase pursuant to Section 1.1(c) or Section 1.1(d), as applicable, absent such election, which smaller number of such class or series of Shares shall be determined in accordance with the formula provided below and shall be issued by the Company to such Purchaser without such Purchaser being required to make payment to the Company of any cash purchase price therefor; and (ii) in the case of a Purchaser’s right to purchase Shares pursuant to Section 2.1(a) hereof or Section 2.1(b) hereof, as applicable, by making payment of the applicable cash purchase price therefor in accordance with the provisions of Section 2.1(a) hereof or Section 2.1(b) hereof, as applicable, such Purchaser’s election to have the Company issue to such Purchaser a smaller number of the class or series of Shares that such Purchaser would be entitled to purchase pursuant to Section 2.1(a) hereof or Section 2.1(b) hereof, as applicable, absent such election, which smaller number of such class or series of Shares shall be determined in accordance with the formula provided below and shall be issued by the Company to such Purchaser without such Purchaser being required to make payment to the Company of any cash purchase price therefor.  The smaller number of the applicable class or series of Shares to be issued by the Company to any Purchaser that makes a Net Issue Election shall be determined as follows:

 

X =                             Y (A - B)

 

A

 

Where:                     X =                                                     The smaller number of the applicable class or series of Shares to be issued to the Purchaser as a result of such Purchaser’s Net Issue Election;

 

Y =                                                     The number of the applicable class or series of Shares that the Purchaser making the Net Issue Election would have purchased if such Purchaser had not made such Net Issue Election;

 

A =                                                     The fair market value of one Share of the same class or series as the Shares with respect to which the Net Issue Election is made, such fair market value to be determined at the time such Net Issue Election is made as determined in good faith by the Board of Directors based upon (i) if such Net Issue Election is made in connection with  a Deemed Liquidation Event, the consideration per Share payable in connection with such Deemed Liquidation Event or (ii) if such Net Issue Election is made after the closing of an IPO, the average closing price per Share quoted on the national securities exchange on which the Shares are listed as published in the Wall Street Journal for the ten

 

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