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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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(iii)                               In the event that (1) the Company consummates the IPO, (2) the sale and purchase of a Purchaser’s Third Tranche Individual Purchase Shares has not been consummated pursuant to this Section 2.1(b) prior to the closing of the IPO and (3) the rights and obligations of the Company and such Purchaser to consummate the sale and purchase of such Purchaser’s Third Tranche Individual Purchase Shares pursuant to this Section 2.1(b) have not terminated in accordance with Section 2.1(b)(iv) prior to the closing of the IPO, then upon the exercise by such Purchaser of such Purchaser’s Third Tranche Individual Purchase Right by sending such Purchaser’s Third Tranche Individual Purchase Notice in accordance with the provisions of this Section 2.1(b) at any time from and after the closing of the IPO, the Company shall issue and sell to such Purchaser, and such Purchaser shall purchase from the Company, in lieu 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, all (but not less than all) of that number of whole shares of Common Stock that is equal to (A) the quotient (rounded down to the nearest whole number) obtained by dividing (x) the total purchase price that such Purchaser would have been required to pay to the Company for the purchase pursuant to Section 2.1(b)(i) above of such number of shares of Series D Preferred Stock, by (y) the price per share at which the Company sold Common Stock to the public in the IPO, less (B)  the number of shares of Common Stock, if any, that are offered to such Purchaser for purchase in the IPO by the Company or the underwriters in connection with the IPO and that such Purchaser could have purchased in the IPO at the time of the closing of the IPO (regardless of whether or not such Purchaser actually purchases in the IPO such number of shares of Common Stock so offered and made available for purchase by such Purchaser at the time of the closing of the IPO); provided, however, that (i) the reduction or deduction pursuant to the foregoing clause (B) shall be implemented only to the extent that the shares of Common Stock referred to in such clause (B) have not been taken into account to effect a reduction or deduction pursuant clause (B) of Section 2.1(a)(iii) hereof and (ii) in no event shall the number of shares of Common Stock subject to purchase and sale pursuant to this Section 2.1(b)(iii) be less than zero.  The purchase price per share payable by such Purchaser to the Company for any shares of Common Stock sold and purchased pursuant to this Section 2.1(b)(iii) shall be the lower of (I) the Conversion Price (as defined in the Restated Certificate) per share of the Series D Preferred Stock immediately prior to the IPO and (II) the price per share at which the Company sold Common Stock to the public in the IPO.  Upon request by a Purchaser, the Company shall request from the underwriter or underwriters of the IPO written confirmation as to (x) the number of shares of Common Stock offered in connection with the IPO that such Purchaser could have purchased at the time of the closing of the IPO and (y) the number of shares of Common Stock that such Purchaser purchased in the IPO or entered into a legally binding agreement to purchase at the time of the closing of 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(b)) to any Purchaser’s Third 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(b)(iii) upon the exercise by such Purchaser of such Purchaser’s Third Tranche Individual Purchase Right in accordance with the provisions of this Section 2.1(b), and such Purchaser’s Third Tranche Individual 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 “Third Tranche

 

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