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SEC Filings

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

 

1.         Dividends.

 

1.1                               From and after the Series D Original Issue Date, dividends at the rate per annum of $0.07 per share shall accrue on such shares of Series A Preferred Stock (in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) (the “Series A Accruing Dividends”).  From and after the Series D Original Issue Date, dividends at the rate per annum of $0.077 per share shall accrue on such shares of Series A-1 Preferred Stock (in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) (the “Series A-1 Accruing Dividends”). From and after the Series D Original Issue Date, dividends at the rate per annum of $0.0805 per share shall accrue on such shares of Series B Preferred Stock (in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) (the “Series B Accruing Dividends”).  From and after the Series D Original Issue Date, dividends at the rate per annum of $0.0805 per share shall accrue on such shares of Series C Preferred Stock (in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) (the “Series C Accruing Dividends”).  From and after the date of the issuance of any shares of Series D Preferred Stock, dividends at the rate per annum of $0.0412 per share shall accrue on such shares of Series D Preferred Stock (in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) (the “Series D Accruing Dividends” and together with the Series A Accruing Dividends, the Series A-1 Accruing Dividends, Series B Accruing Dividends and Series C Accruing Dividends, the “Accruing Dividends”).Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided however, that the Accruing Dividends shall not be payable except as set forth in Section 6.

 

1.2                               The holders of Designated Preferred Stock, in preference to the holders of Common Stock, shall be entitled to receive, when and as declared by the Board of Directors of the Corporation (the “Board of Directors”), but only out of funds that are legally available therefor, cash dividends at the rate of (i) in the case of the Series A Preferred Stock, seven percent (7%) of the Series A Original Issue Price (as defined below) per annum on each outstanding share of Series A Preferred Stock, (ii) in the case of the Series A-1 Preferred Stock, seven percent (7%) of the Series A-1 Original Issue Price (as defined below) per annum on each outstanding share of Series A-1 Preferred Stock, (iii) in the case of the Series B Preferred Stock, seven percent (7%) of the Series B Original Issue Price (as defined below) per annum on each outstanding share of Series B Preferred Stock, (iv) in the case of the Series C Preferred Stock, seven percent (7%) of the Series C Original Issue Price (as defined below) per annum on each outstanding share of Series C Preferred Stock and (v) in the case of the Series D Preferred Stock, seven percent (7%) of the Series D Original Issue Price (as defined below) per annum on each outstanding share of Series D Preferred Stock (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof).  Such dividends shall be payable only when, as and if declared by the Board of Directors and shall be non-cumulative.

 

1.3                               The Corporation shall not declare, pay or set aside any dividends on Common Stock (other than dividends on shares of Common Stock payable in shares of Common