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SEC Filings

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

 

such Purchaser is entitled to make a Net Issue Election pursuant to Section 2.1(a)(ii) in connection with the purchase of such Purchaser’s Second Tranche Individual Purchase Shares at such Section 2.1(a) Closing.

 

(b)                                 Third Tranche Individual Purchase Right Closings.

 

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

 

(ii)                                  At each Section 2.1(b) Closing, the Company shall deliver to the Purchaser participating in such Section 2.1(b) Closing a certificate representing such Purchaser’s Third Tranche Individual Purchase Shares, against either (1) payment by such Purchaser of the purchase price for such Purchaser’s Third 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 such Purchaser is entitled to make a Net Issue Election pursuant to Section 2.1(b)(ii) in connection with the purchase of such Purchaser’s Third Tranche Individual Purchase Shares at such Section 2.1(b) Closing.

 

3.                                      Representations and Warranties of the Company.  The Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit C to this Agreement (as updated by the Updated Disclosure Schedule pursuant to Section 1.3), which exceptions shall be deemed to be a part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the hereof and as of the applicable Closing (unless the particular statement speaks expressly as of another date, in which case as of such other date).

 

The Disclosure Schedule (including each update thereto) shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 3, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.  For purposes of these representations and warranties (other than those in Sections 3.2, 3.3, 3.4, 3.5 and 3.6), the term “the Company” shall include any subsidiaries of the Company unless otherwise noted herein:

 

3.1.                            Organization, Good Standing, Corporate Power and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.  The Company is duly qualified to transact business and is in good standing in the State of Missouri, Commonwealth of

 

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