Proteon logo     Print Page | Close Window

SEC Filings

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

 

Purchaser’s “Third Tranche Individual Purchase Shares”), at a purchase price per share equal to the Series D Price.  The right of each Purchaser to purchase such Purchaser’s Third Tranche Individual Purchase Shares pursuant to this Section 2.1(b) shall be referred to in this Agreement as such Purchaser’s “Third Tranche Individual Purchase Right.”  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 may exercise such Purchaser’s Third Tranche Individual Purchase Right by delivering a written notice of exercise to the Company (a “Third Tranche Individual Purchase Exercise Notice”) setting forth a proposed date for the closing of such Purchaser’s Third Tranche Individual Purchase Right (such closing being referred to in this Agreement as a “Section 2.1(b) Closing”) that is consistent with the applicable requirements of Section 2.1(b)(ii) below.  If a Purchaser delivers to the Company a Third Tranche Individual Purchase Exercise Notice in accordance with the provisions of this Section 2.1(b)(i) and Section 2.1(b)(ii) below, then, 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)), at the applicable Section 2.1(b) Closing, the Company shall issue and sell to such Purchaser, and such Purchaser shall purchase from the Company, all (but not less than all) of such Purchaser’s Third Tranche Individual Purchase Shares, at a purchase price per share equal to the Series D Price.  Notwithstanding anything express or implied in this Agreement to the contrary (including, without limitation, any of the foregoing provisions of this Section 2.1(b)(i)), if a Purchaser has not exercised such Purchaser’s Second Tranche Individual Purchase Right and consummated the sale and purchase of all of such Purchaser’s Second Tranche Individual Purchase Shares pursuant to Section 2.1(a) hereof and if such Purchaser’s Second Tranche Individual Purchaser Right has not terminated pursuant to, and in accordance with, the provisions of Section 2.1(a)(iv) hereof, then, simultaneously with such Purchaser’s exercise of such Purchaser’s Third Tranche Individual Purchase Right and the consummation of the sale and purchase of all of such Purchaser’s Third Tranche Individual Purchase Shares pursuant to, and in accordance with, this Section 2.1(b), such Purchaser shall be obligated to exercise such Purchaser’s Second Tranche Individual Purchase Right and to consummate the sale and purchase of all of such Purchaser’s Second Tranche Individual Purchase Shares pursuant to, and in accordance with, the provisions of Section 2.1(a) hereof.

 

(ii)                                  Notwithstanding anything express or implied in the foregoing provisions of this Section 2.1(b) to the contrary:  (A) no Purchaser shall send the Third Tranche Individual Purchase Exercise Notice at any time during the Restricted Period; (B) the sale and purchase of any Purchaser’s Third Tranche Individual Purchase Shares pursuant to this Section 2.1(b) shall not be consummated at any time during the Restricted Period; and (C) in the event that the sale and purchase of a Purchaser’s Third Tranche Individual Purchase Shares pursuant to this Section 2.1(b) is to be consummated at any time within thirty (30) days prior to the consummation of a Deemed Liquidation Event or at any time after the closing of the IPO, such Purchaser shall have the right to make a Net Issue Election pursuant to which such Purchaser shall be issued pursuant to this Section 2.1(b), at the applicable Section 2.1(b) Closing, a smaller number of such Purchaser’s Third Tranche Individual Purchase 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 such Purchaser’s Third Tranche Individual Purchase Shares, in lieu of purchasing and paying the purchase price for the full number of such Purchaser’s Third Tranche Individual Purchase Shares that such Purchaser would otherwise purchase and pay for pursuant to this Section 2.1(b).

 

19