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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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by such holder up to a maximum number equal to the aggregate number of shares of Common Stock that would be issuable pursuant Subsection 4.1.1 above upon conversion, immediately prior to the closing of the IPO, of the maximum number of shares of Series D Preferred Stock that such holder is contractually entitled to purchase, immediately prior to the closing of the IPO, in accordance with the terms and conditions of the Series D Purchase Agreement upon exercise of such holder’s Second Tranche Individual Purchase Right and/or Third Tranche Individual Purchase Right, as applicable, assuming for purposes of determining such maximum number of shares of Series D Preferred Stock that the restrictions set forth in the Series D Purchase Agreement with respect to purchasing shares of Series D Preferred Stock during the Restricted Period are not applicable and assuming for purposes of this clause (i) that such holder purchased and held such maximum number of shares of Series D Preferred Stock immediately prior to the closing of the IPO and (ii) the remainder obtained by subtracting the number 1 from the quotient obtained by dividing the IPO Price by the Series D Conversion Price in effect immediately prior to the closing of the IPO, by (B) the number of shares of Series D Preferred Stock held by such holder immediately prior to the IPO.  Notwithstanding the foregoing, the right of such holder to receive any shares of Common Stock pursuant to this Subsection 4.1.2 upon conversion of the shares of Series D Preferred Stock held by such holder immediately prior to the closing of the IPO is subject to, and contingent upon, the Corporation having received reasonable confirmation or verification that such holder purchased shares of Common Stock in the IPO, which reasonable confirmation or verification may include, among other things, written confirmation by the underwriter or underwriters of the IPO that such holder received a particular allocation of shares of Common Stock in the IPO and that such holder has agreed to purchase such shares in the IPO.

 

4.1.3                     Termination of Conversion Rights.  In the event of a notice of redemption of any shares of Designated Preferred Stock pursuant to Section 6, the Conversion Rights of the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption, unless the redemption price is not fully paid on such redemption date, in which case the Conversion Rights for such shares shall continue until such price is paid in full.  In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Designated Preferred Stock.

 

4.2                               Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of the Designated Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors.  Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Designated Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

 

4.3                               Mechanics of Conversion.

 

4.3.1                     Notice of Conversion.  In order for a holder of Designated Preferred Stock to voluntarily convert shares of Designated Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of