SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
Entire Document


day before each successive anniversary of the Two Year Anniversary until all Stock is free of the Purchase Option, being on the day before the fourth anniversary date of the Effective Date.


(c)   Notice of Intent to Purchase. Within 90 days following a Termination, the Company shall notify Purchaser (or his legal representative if the Termination is by reason of Purchaser’s death or disability) by written notice delivered or mailed as provided in section 10(c) as to whether it wishes to purchase the Stock pursuant to exercise of the Purchase Option. If the Company (or its parent, subsidiary or successor) elects to purchase the Stock hereunder, it shall set a date for the closing of the transaction at a place specified by the Company not later than 15 days from the date of such notice. At such closing, the Company (or its parent, subsidiary or successor) shall tender payment for the Stock and the certificates representing the Stock so purchased shall be transferred to the Company and shall be canceled. If at such closing, Purchaser does not execute an assignment of the Stock to the Company, Purchaser hereby expressly authorizes and directs the Secretary (or his designee) or the transfer agent of the Company for and on behalf of Purchaser as his lawful attorney-in-fact to complete, date, and deliver to the Company the attached assignment separate from the certificate and thereby to so transfer the Stock as to which the Purchase Option has been exercised from Purchaser to the Company. The Purchase Option Price may be payable, at the option of the Company, in cash, by check, or by cancellation of indebtedness owed to the Company by Purchaser, or any combination thereof.


(d)   The Company may, in its sole and unfettered discretion, assign its rights and delegate its duties under this Agreement, including without limitation the Purchase Option, to its parent or any subsidiary of the Company or to any person acquiring all or substantially all of the assets of the Company.


(e)   Notwithstanding anything to the contrary contained in this Agreement, if the Consulting Agreement is terminated by the Company pursuant to Section 3(b)(xii) thereof or by the Purchaser pursuant to Sections 3(b)(iii) or (iv) thereof, the Purchase Option shall lapse as to any Stock still subject thereto automatically on such termination. Thereafter, no shares of Stock held by Purchaser shall be subject to the Purchase Option.


4.     Stock Splits, Change in Control.


(a)           If, from time to time during the term of this Agreement, there is any stock dividend or liquidating dividend of cash and/or property, stock split, or other change in the character or amount of any of the outstanding securities of the Company, then, in such event, any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of his ownership of Stock shall be immediately subject to this Agreement and be included in the word “Stock” for all purposes with the same force and effect as the shares of Stock presently subject to this Agreement. While the aggregate Purchase Option Price shall remain the same after each such event, the Purchase Option Price per share of Stock upon execution of the Purchase Option shall be appropriately adjusted.



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