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

 

required to be performed or complied with by the Company on or before the Second Tranche Closing.

 

(c)                                  Compliance Certificate.  The President of the Company shall have delivered to the Purchasers at the Second Tranche Closing a certificate certifying that the conditions specified in Sections 5.2(a) and 5.2(b) have been fulfilled.

 

(d)                                 Opinion of Company Counsel.  The Purchasers shall have received from Bingham McCutchen LLP, counsel for the Company, an opinion, dated as of the Second Tranche Closing, in substantially the form of Exhibit H-2 attached to this Agreement.

 

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

 

(f)                                   Minimum Aggregate Purchase Price at Second Tranche Closing.  The aggregate purchase price of the Shares issued and sold at the Second Tranche Closing shall be at least $4,500,000.

 

5.3.                            Conditions to the Purchasers’ Obligations at Third Tranche Closing.  The obligations of each Purchaser to purchase Shares at the Third Tranche Closing, if any, are subject to the fulfillment, on or before the Third 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 Third Tranche Closing, shall be true and correct as of the Third 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 required to be performed or complied with by the Company on or before the Third Tranche Closing.

 

(c)                                  Compliance Certificate.  The President of the Company shall have delivered to the Purchasers at the Third Tranche Closing a certificate certifying that the conditions specified in Sections 5.3(a) and 5.3(b) have been fulfilled.

 

(d)                                 Opinion of Company Counsel.  The Purchasers shall have received from Bingham McCutchen LLP, counsel for the Company, an opinion, dated as of the Third Tranche Closing, in substantially the form of Exhibit H-3 attached to this Agreement.

 

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

 

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