SEC Filings

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


(viii)                        any increase in the number of authorized shares of Class D Common Stock.


(c)                                  Class C Protective Provisions.  At any time when at least two hundred and twenty-eight thousand seven hundred and ninety-three (228,793) shares of Class C Common Stock are held by either Roche Finance Ltd (“Roche”) or Deerfield Private Design Fund III, L.P. (“Deerfield”) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class C Common Stock), the Corporation shall not, either directly or indirectly, by amendment, merger, consolidation or otherwise, effect 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 (as the case may be) of the holders of more than fifty percent (50%) of the Corporation’s issued and outstanding capital stock, voting as a single class on an as-converted basis, which approval must include the written consent or affirmative vote of one of PBM Capital Investments, LLC (“PBM”), Deerfield or in the event that Deerfield no longer holds any capital stock of the Corporation, Roche :


(i)                                     any Liquidation Event or any liquidation, dissolution, merger, or sale of any or all of the stock or assets of the Corporation in which the holders of Class C Common Stock (or any shares of capital stock issued upon conversion of Class C Common Stock) do not receive in cash at the closing of any such event or occurrence at least $10.94 (adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) for each outstanding share of Class C Common Stock;


(ii)                                  the payment of dividends or redemption or repurchase of stock or options by the Corporation (other than stock repurchases from former employees or consultants in connection with the cessation of their employment/services at the lower of fair market value or cost);


(iii)                               any amendment of the Corporation’s Third Amended and Restated Certificate of Incorporation or By-laws;


(iv)                              the creation of any subsidiary;


(v)                                 any public offering of the Corporation’s debt or equity securities;


(vi)                              any acquisition or investment in another business entity in excess of $250,000;


(vii)                           any transaction entered into between the Corporation and any person or entity who, directly or indirectly controls, is controlled by, or is under common control with the Corporation, including without limitation any general partner, managing member, officer or director of the Corporation.


(viii)                        capital expenditures in an amount greater than $200,000 in any year outside of the Corporation’s approved budget and business plan;


(ix)                              the entering into of any lease in an amount greater than $200,000 in any year outside of the Corporation’s approved budget and business plan;


(x)                                 the incurrence of any convertible debt or secured debt;



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