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

 

(f)                                   Minimum Aggregate Purchase Price at Third Tranche Closing.  The aggregate purchase price of the Shares issued and sold at the Third Tranche Closing shall be at least $13,500,000.

 

5.4.                            Conditions to the Company’s Obligations at Initial Tranche Closing.  The obligations of the Company to sell Shares to the Purchasers at the Initial Tranche Closing are subject to the fulfillment, on or before the Initial Tranche Closing, of each of the following conditions, unless otherwise waived:

 

(a)                                 Representations and Warranties.  The representations and warranties of each Purchaser contained in Section 4 shall be true and correct as of the Initial Tranche Closing.

 

(b)                                 Performance.  The Purchasers 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 them on or before the Initial Tranche Closing.

 

(c)                                  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.

 

(d)                                 Investors’ Rights Agreement.  Each Purchaser, as well as 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.

 

(e)                                  Right of First Refusal and Co-Sale Agreement.  Each Purchaser who is a Major Investor, as well as 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.

 

(f)                                   Voting Agreement.  Each Purchaser, as well as 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.

 

(g)                                  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.

 

5.5.                            Conditions to the Company’s Obligations at Second Tranche Closing.  The obligations of the Company to sell Shares at the Second Tranche Closing are subject to the fulfillment, on or before the Second Tranche Closing, of each of the following conditions, unless otherwise waived:

 

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