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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Liquidation Amount, the aggregate amount which a holder of a share of Series A-1 Preferred Stock is entitled to receive under Subsections 2.1.4 and 2.2 is hereinafter referred to as the Series A-1 Liquidation Amount”, the aggregate amount which a holder of a share of Series B Preferred Stock is entitled to receive under Subsections 2.1.3 and 2.2 is hereinafter referred to as the Series B Liquidation Amount”, the aggregate amount which a holder of a share of Series C Preferred Stock is entitled to receive under Subsections 2.1.2 and 2.2 is hereinafter referred to as the Series C Liquidation Amount” and the aggregate amount which a holder of a share of Series D Preferred Stock is entitled to receive under Subsections 2.1.1 and 2.2 is hereinafter referred to as the Series D Liquidation Amount.

 

2.3                               Deemed Liquidation Events.

 

2.3.1                     Definition.  Each of the following events shall be considered a Deemed Liquidation Event” unless the holders of outstanding shares of Designated Preferred Stock representing at least eighty percent (80%) of the then outstanding shares of Designated Preferred Stock, voting together as a single class on an as converted to Common Stock basis, elect otherwise by written notice sent to the Corporation at least one (1) business day prior to the effective date of any such event:

 

(a)                                 a merger or consolidation in which

 

(i)                                     the Corporation is a constituent party or

 

(ii)                                  a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

 

except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation (provided that, for the purpose of this Subsection 2.3.1, all shares of Common Stock issuable upon exercise of Options (as defined below) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or

 

(b)                                 the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its