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

 

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

 

5.6.                            Conditions to the Company’s Obligations at Third Tranche Closing.  The obligations of the Company to sell Shares at the Third Tranche Closing 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 each Purchaser contained in Section 4 shall be true and correct as of the Third 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 Third 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 Third Tranche Closing shall be obtained and effective as of the Third Tranche Closing.

 

6.                                      Miscellaneous.

 

6.1.                            Survival of Warranties.  Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

 

6.2.                            Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 

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