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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Agreement of the Second Tranche Closing or the Third Tranche Closing, as the case may be, (i) each share of Series D Preferred Stock held by such holder immediately prior to the Second Tranche Closing or the Third Tranche Closing, as the case may be, shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the rate of one (1) share of Common Stock for every ten (10) shares of Series D Preferred Stock owned or held by such holder immediately prior to the Second Tranche Closing or the Third Tranche Closing, as the case may be.  For purposes of determining the applicability of this Subsection 5A.1 to a holder of Series D Preferred Stock that is contractually obligated or required to purchase shares of Series D Preferred Stock pursuant to the Series D Purchase Agreement at the Second Tranche Closing or the Third Tranche Closing, as the case may be, such holder shall be entitled to aggregate the number of shares of Series D Preferred Stock purchased pursuant to the Series D Purchase Agreement at the Second Tranche Closing or the Third Tranche Closing, as the case may be, by an Affiliate of such holder together with such holder’s own purchases pursuant to the Series D Purchase Agreement at the Second Tranche Closing or the Third Tranche Closing, as the case may be (provided that no shares of Series D Preferred Stock purchased pursuant to the Series D Purchase Agreement at the Second Tranche Closing or the Third Tranche Closing, as the case may be, by any group of entities or persons affiliated with a holder of Series D Preferred Stock that is contractually obligated or required to purchase shares of Series D Preferred Stock pursuant to the Series D Purchase Agreement at the Second Tranche Closing or the Third Tranche Closing, as the case may be, may be attributed to more than one such holder of Series D Preferred Stock so contractually obligated or required).  Any automatic conversion pursuant to this Subsection 5A.1 is referred to as a “Special Mandatory Conversion.

 

5A.2.                   Procedural Requirements.  Upon a Special Mandatory Conversion, each holder of shares of Series D Preferred Stock converted pursuant to Subsection 5A.1 shall be sent written notice of such Special Mandatory Conversion and the place designated for mandatory conversion of all such shares of Series D Preferred Stock pursuant to this Subsection 5A; provided, however, that any failure or delay in delivering such notice shall not affect the mandatory and automatic conversion of such shares pursuant to Subsection 5A.1.  Upon receipt of such notice, each holder of such shares of Series D Preferred Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that any such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing.  All rights with respect to the Series D Preferred Stock converted pursuant to Subsection 5A.1, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the time of the Special Mandatory Conversion (notwithstanding the failure of the holder or holders thereof to surrender any certificates for such shares at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates of such holders therefor (or lost certificate affidavit and agreement), to receive the items provided for in the next sentence of this Subsection 5A.2.  As soon as practicable after the Special Mandatory Conversion and, if applicable, the surrender of any certificate or certificates