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SEC Filings

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

 

Purchaser or any of its officers, employees, or representatives is responsible.  The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

 

6.8.                            Fees and Expenses.  At the Closing, the Company shall pay or reimburse Abingworth and Pharmstandard, collectively, for their reasonable expenses in connection with their due diligence investigation with respect to financial and tax matters performed by The Brenner Group, Inc., in an amount not to exceed $11,000, and the reasonable fees and expenses of Ropes & Gray LLP, special transaction legal counsel for Abingworth and Pharmstandard, in an amount not to exceed $79,000 in the aggregate, in connection with due diligence and the review and negotiation of the Transaction Agreements and the consummation of the transactions contemplated under the Transaction Agreements.

 

6.9.                            Amendments and Waivers.  Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company and the holders of sixty five percent (65%) of the then-outstanding Shares, except that any amendment, termination or waiver of any provision in Section 1.1(d)(ii) requiring approval or waiver by Purchasers that hold at least seventy-five percent (75%) of the Tranche Shares then issued and outstanding  must also be approved by Purchasers that hold at least seventy-five percent (75%) of the Tranche Shares then issued and outstanding; provided, however, that no amendment to this Agreement that increases or adds to a Purchaser’s obligations or commitments under this Agreement, shall be effective against such Purchaser without the prior written consent of such Purchaser; further provided that this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Purchaser without such Purchaser’s consent unless such amendment, modification, termination or waiver applies to all Purchasers in the same fashion.  Any amendment or waiver effected in accordance with this Section 6.9 shall be binding upon the Purchasers and each transferee of the Shares, and each future holder of any or all such securities, and the Company.

 

6.10.                     Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

 

6.11.                     Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

 

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