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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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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(b)(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 Third Tranche Individual Purchase Shares pursuant to this Section 2.1(b) shall automatically terminate on the earlier of (1) the date of the Third Tranche Closing (if any), (2) 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(b)(iii) hereof upon the exercise by such Purchaser of such Purchaser’s Third Tranche Individual Purchase Right at any time from and after the closing of the IPO, (3) the tenth (10th) anniversary of the Initial Tranche Closing and (4) 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 Third Tranche Individual Purchase Shares to such Purchaser pursuant to this Section 2.1(b), and the right of such Purchaser to consummate the purchase of such Purchaser’s Third Tranche Individual Purchase Shares from the Company pursuant to this Section 2.1(b), may be terminated by the Company by giving written notice of termination to such Purchaser.  Any termination pursuant to this Section 2.1(b)(iv) of the rights and/or obligations of the Company and/or any Purchaser to consummate the sale and purchase of such Purchaser’s Third Tranche Individual Purchase Shares pursuant to this Section 2.1(b) 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.

 

2.2.                            Closings; Delivery.

 

(a)                                 Second Tranche Individual Purchase Right Closings.

 

(i)                                     The closing of the purchase and sale of a Purchaser’s Second Tranche Individual Purchase Shares pursuant to Section 2.1(a) hereof shall take place remotely via the exchange of documents and signatures on either the date specified in such Purchaser’s Second Tranche Individual Purchase Exercise Notice delivered pursuant to Section 2.1(a)(i) hereof, which date specified must be consistent with the applicable requirements of Section 2.1(a)(ii), or on such other date as the Company and such Purchaser mutually agree (such closing, a “Section 2.1(a) Closing”).

 

(ii)                                  At each Section 2.1(a) Closing, the Company shall deliver to the Purchaser participating in such Section 2.1(a) Closing a certificate representing such Purchaser’s Second Tranche Individual Purchase Shares, against either (1) payment by such Purchaser of the purchase price for such Purchaser’s Second Tranche Individual Purchase 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

 

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