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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Directors”, and together with the Series A/A-1 Directors and the Series B Director, the “Designated Preferred Directors”).  Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of record of the shares of Series D Preferred Stock, exclusively, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders.

 

(e)                                  The holders of record of the shares of Common Stock and Designated Preferred Stock, exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Corporation.

 

(f)                                   At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the then outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director.  A vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 3.2.

 

3.3                               Designated Preferred Stock Protective Provisions. At any time when shares of Designated Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of 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, given in writing or by vote at a meeting:

 

(a)                                 liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any Deemed Liquidation Event, sell all or any substantial portion of its assets, or consent to any of the foregoing;

 

(b)                                 amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation (including any filing of a Certificate of Designation or by merger, consolidation, or otherwise);

 

(c)                                  create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock unless the same ranks junior to the Designated Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and redemption rights, or increase the authorized number of shares of Designated Preferred Stock, increase or decrease the number of shares of Preferred Stock designated as Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock or increase the authorized number of shares of any additional class or series of capital stock unless the same ranks junior to the Designated Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and redemption rights;