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

 

the IPO.  The Company shall provide to such Purchaser a copy of such written confirmation received from the underwriter or underwriters of the IPO.  From and after the closing of the IPO, any reference in this Agreement (including, without limitation, this Section 2.1(a)) to any Purchaser’s Second Tranche Individual Purchase Shares shall be a reference to the shares of Common Stock, if any, that the Company is required to issue and sell to such Purchaser, and such Purchaser is entitled to purchase from the Company, pursuant to this Section 2.1(a)(iii) upon the exercise by such Purchaser of such Purchaser’s Second Tranche Individual Purchase Right in accordance with the provisions of this Section 2.1(a), and such Purchaser’s Second Tranche Individual Purchase Shares shall no longer be a reference to the number of shares of Series D Preferred Stock set forth opposite such Purchaser’s name under the heading “Second Tranche Shares” on Exhibit A that the Company was required to issue and sell to such Purchaser, and such Purchaser had the right to purchase from the Company, pursuant to Section 2.1(a)(i) prior to the closing of the IPO.

 

(iv)                              The rights and obligations of the Company and each Purchaser to consummate the sale and purchase of such Purchaser’s Second Tranche Individual Purchase Shares pursuant to this Section 2.1(a) shall automatically terminate on the earlier of (1) the date of the Second Tranche Closing (if any), (2) the date of the Third Tranche Closing (if any), (3) the closing of the IPO if there are no shares of Common Stock that the Company is required to issue and sell to such Purchaser, and such Purchaser is entitled to purchase from the Company, pursuant to, and in accordance with, Section 2.1(a)(iii) hereof upon the exercise by such Purchaser of such Purchaser’s Second Tranche Individual Purchase Right at any time from and after the closing of the IPO, (4) the tenth (10th) anniversary of the Initial Tranche Closing and (5) the consummation of a Deemed Liquidation Event.  In addition, if a Purchaser is in material breach of any representation, warranty, covenant or provision under this Agreement that is applicable to such Purchaser (which material breach remains uncured for at least thirty (30) days after written notice thereof), then the obligation of the Company to consummate the sale of such Purchaser’s Second Tranche Individual Purchase Shares to such Purchaser pursuant to this Section 2.1(a), and the right of such Purchaser to consummate the purchase of such Purchaser’s Second Tranche Individual Purchase Shares from the Company pursuant to this Section 2.1(a), may be terminated by the Company by giving written notice of termination to such Purchaser.  Any termination pursuant to this Section 2.1(a)(iv) of the rights and/or obligations of the Company and/or any Purchaser to consummate the sale and purchase of such Purchaser’s Second Tranche Individual Purchase Shares pursuant to this Section 2.1(a) shall not relieve or release any party to this Agreement from any material breach by such party of any representation, warranty, covenant or provision under this Agreement that is applicable to such party if and to the extent that such material breach occurred prior to such termination.

 

(b)                                 Third Tranche Individual Purchase Right.

 

(i)                                     Subject to the terms and conditions of this Agreement (including, without limitation, the terms and conditions set forth below in this Section 2.1(b)), each Purchaser shall have the right under this Section 2.1(b) to purchase from the Company all (but not less than all) of the number of shares of Series D Preferred Stock set forth opposite such Purchaser’s name under the heading “Third Tranche Shares” on Exhibit A (such number of shares of Series D Preferred Stock subject to such Purchaser’s rights under this Section 2.1(b) being hereinafter referred to, subject to the provisions of Section 2.1(b)(iii) below, as such

 

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