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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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required to be performed or complied with by the Company on or before the Initial Tranche Closing.

 

(c)                                  Compliance Certificate.  The President of the Company shall have delivered to the Purchasers at the Initial Tranche Closing a certificate certifying that the conditions specified in Sections 5.1(a) and 5.1(b) have been fulfilled.

 

(d)                                 Qualifications.  All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement at the Initial Tranche Closing shall be obtained and effective as of the Initial Tranche Closing.

 

(e)                                  Opinion of Company Counsel.  The Purchasers shall have received from Bingham McCutchen LLP, counsel for the Company, an opinion, dated as of the Initial Tranche Closing, in substantially the form of Exhibit H-1 attached to this Agreement.

 

(f)                                   Board of Directors.  As of the Initial Tranche Closing, the Company’s Board of Directors shall be comprised of Todd Foley, Hubert Birner, John G. Freund, Brendan O’Leary, Timothy Noyes, F. Nicholas Franano, Greg Phelps, Tim Haines and Dmitry Kobyzev.  In addition, as of the Initial Tranche Closing, the Company’s Board of Directors shall have an Audit Committee comprised of Brendan O’Leary, Hubert Birner, Todd Foley and Dmitry Kobyzev, a Compensation Committee comprised of Brendan O’Leary, Hubert Birner, Greg Phelps and Tim Haines, a Nominating and Governance Committee comprised of Hubert Birner, Todd Foley, Tim Haines and Dmitry Kobyzev and no other committees.

 

(g)                                  Investors’ Rights Agreement.  The Company, each other Purchaser and any other stockholder of the Company that is required to sign the Investors’ Rights Agreement in order for it to be an effective and legally binding agreement on all parties thereto, shall have executed and delivered the Investors’ Rights Agreement.

 

(h)                                 Right of First Refusal and Co-Sale Agreement.  The Company, each other Purchaser that is a Major Investor, and any other stockholder of the Company that is required to sign the Right of First Refusal and Co-Sale Agreement in order for it to be an effective and legally binding agreement on all parties thereto, shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

 

(i)                                     Voting Agreement.  The Company, each other Purchaser, and any other stockholder of the Company that is required to sign the Voting Agreement in order for it to be an effective and legally binding agreement on all parties thereto, shall have executed and delivered the Voting Agreement.

 

(j)                                    Restated Certificate.  The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Initial Tranche Closing.

 

(k)                                 Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Tranche Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the

 

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