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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Designated Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Designated Preferred Stock in an amount at least equal to or greater than the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of such share of Designated Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend.

 

1.4                               Except as described in Subsections 1.1, 1.2 and 1.3, the Corporation shall not declare, pay or set aside any dividends on the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred Stock or the Series C Preferred Stock unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series D Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series D Preferred Stock in an amount at least equal to or greater than (1) in the case of a dividend on the Series A Preferred Stock, the product of (x) the dividend payable on each share of Series A Preferred Stock divided by the number of shares of Common Stock issuable upon conversion of such share of Series A Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend, and (y) the number of shares of Common Stock issuable upon conversion of such share of Series D Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend, (2) in the case of a dividend on the Series A-1 Preferred Stock, the product of (x) the dividend payable on each share of Series A-1 Preferred Stock divided by the number of shares of Common Stock issuable upon conversion of such share of Series A-1 Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend, and (y) the number of shares of Common Stock issuable upon conversion of such share of Series D Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend, (3) in the case of a dividend on the Series B Preferred Stock, the product of (x) the dividend payable on each share of Series B Preferred Stock divided by the number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend and (y) the number of shares of Common Stock issuable upon conversion of such share of Series D Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend and (4) in the case of a dividend on the Series C Preferred Stock, the product of (x) the dividend payable on each share of Series C Preferred Stock divided by the number of shares of Common Stock issuable upon conversion of such share of Series C Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend and (y) the number of shares of Common Stock issuable upon conversion of such share of Series D Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend.

 

1.5                               Except as described in Subsections 1.1, 1.2, 1.3 and 1.4, the Corporation shall not declare, pay or set aside any dividends on the Series A Preferred Stock or the Series A-1 Preferred Stock unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to or greater than (1) in the case of a dividend on the Series A Preferred Stock, the product of (x) the dividend payable on each share of Series A Preferred Stock divided by the number of shares of Common Stock issuable upon conversion of