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SEC Filings

PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.


(l)                                     Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated at the Initial Tranche Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested.  Such documents may include good standing certificates.


(m)                             Management Rights.  A Management Rights Letter shall have been executed by the Company and delivered to each Major Investor that makes a request for such Management Rights Letter.


(n)                                 Delivery of Operating Budgets.  The Company shall have delivered to the Major Investors proposed operating budgets for the years 2014, 2015 and 2016 reasonably acceptable to the Major Investors (collectively, the “Proposed Budgets”).


(o)                                 Indemnification Agreements.  The Company shall have executed and delivered an Indemnification Agreement with each of Tim Haines and Dmitry Kobyzev in substantially the form of Exhibit J attached to this Agreement.


(p)                                 Minimum Aggregate Purchase Price at Initial Tranche Closing.  The aggregate purchase price of the Shares issued and sold at the Initial Tranche Closing shall be at least $22,500,000.


(q)                                 Increase in Shares Reserved under Stock Plan. The Stock Plan shall have been amended to reserve 18,222,157 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company.


(r)                                    No Material Adverse Effect.  There shall not have been any event or series of events that has caused a Material Adverse Effect.


5.2.                            Conditions to the Purchasers’ Obligations at Second Tranche Closing.  The obligations of each Purchaser to purchase Shares at the Second Tranche Closing, if any, are subject to the fulfillment, on or before the Second Tranche Closing, of each of the following conditions, unless otherwise waived:


(a)                                 Representations and Warranties.  The representations and warranties of the Company contained in Section 3, as modified by the Updated Disclosure Schedule delivered at the Second Tranche Closing, shall be true and correct as of the Second Tranche Closing except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date).


(b)                                 Performance.  The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are