SEC Filings

S-1
AVEXIS, INC. filed this Form S-1 on 01/15/2016
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(iii)                               incur any obligations that are not already included in the budget and business plan approved in accordance with the terms of the Corporation’s Third Amended and Restated Investor Rights Agreement dated on or about the date hereof.

 

4.                                      Conversion of Common Stock.

 

(a)                                 Triggering Events.

 

(i)                                     Upon the closing of a Qualified IPO, all shares of Class D Common Stock, Class C Common Stock and Class B Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Class A Common Stock as is determined by dividing the applicable Original Issue Price for such share of Class D Common Stock, Class C Common Stock or Class B Common Stock by the applicable Conversion Price (in each case as defined below) in effect at the time of conversion.

 

(ii)                                  Upon the affirmative vote of the holders of a majority of the issued and outstanding shares of Class D Common Stock, voting as a separate class, each outstanding share of Class D Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Class A Common Stock as is determined by dividing the Class D Original Issue Price by the Class D Conversion Price (as defined below) in effect at the time of conversion.

 

(iii)                               Upon the affirmative vote of the holders of a majority of the issued and outstanding shares of Class C Common Stock, voting as a separate class, each outstanding share of Class C Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Class A Common Stock as is determined by dividing the applicable Class C Original Issue Price for such share of Class C Common Stock by the applicable Class C Conversion Price (as defined below) in effect at the time of conversion.

 

(iv)                              Upon the affirmative vote of the holders of a majority of the issued and outstanding shares of Class B Common Stock, voting as a separate class, each outstanding share of Class B Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Class A Common Stock as is determined by dividing the applicable Class B Original Issue Price for such share of Class B Common Stock by the applicable Class B Conversion Price (as defined below) in effect at the time of conversion.

 

The “Class D Conversion Price” for each share of Class D Common Stock shall initially be equal to the Class D Original Issue Price for such share of Class D Common Stock. The “Class C Conversion Price” for each share of Class C Common Stock shall initially be equal to the Class C Original Issue Price for such share of Class C Common Stock. The “Class B Conversion Price” for each share of Class B Common Stock shall initially be equal to the Class B Original Issue Price for such share of Class B Common Stock. For purposes hereof, the Class D Conversion Price, Class C Conversion Price and Class B Conversion Price shall be referred to, collectively, as the “Conversion Price” and, individually, as the “applicable Conversion Price”. Such initial Conversion Price, and the rate at which shares of Class D Common Stock, Class C Common Stock and Class B Common Stock may be converted into shares of Class A Common Stock, shall be subject to adjustment as provided below. A holder of shares of Class D Common Stock, Class C Common Stock or Class B Common Stock shall also have the right to voluntarily convert such shares into shares of Class A Common Stock at the applicable Conversion Price then in effect pursuant to this Section 4.

 

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(b)                                 Fractional Shares.  No fractional shares of Class A Common Stock shall be issued upon conversion of the Class D Common Stock, Class C Common Stock or Class B Common 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 Class A 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 Class D Common Stock, Class C Common Stock or Class B Common Stock the holder is at the time converting into Class A Common Stock and the aggregate number of shares of Class A Common Stock issuable upon such conversion.

 

(c)                                  Reservation of Shares.  The Corporation shall at all times when the Class D Common Stock, Class C Common Stock and Class B Common Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Class D Common Stock, Class C Common Stock and Class B Common Stock, such number of its duly authorized shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Class D Common Stock, Class C Common Stock and Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Class D Common Stock, Class C Common Stock and Class B Common Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

 

(d)                                 Taxes.  The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Class A Common Stock upon conversion of shares of Class D Common Stock, Class C Common Stock or Class B Common Stock pursuant to this Section 4.  The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Class A Common Stock in a name other than that in which the shares of Class D Common Stock, Class C Common Stock or Class B Common Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

 

(e)                                  Adjustments. If the outstanding shares of the Corporation’s Class A Common Stock shall be subdivided into a greater number of shares or a dividend in Class A Common Stock shall be paid in respect of Class A Common Stock, each applicable Conversion Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced.  If outstanding shares of Class A Common Stock shall be combined into a smaller number of shares, each applicable Conversion Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in a Conversion Price pursuant to this Section 4(e), the Corporation shall promptly mail to each holder of Class D Common Stock, Class C Common Stock or Class B Common Stock, as applicable, a certificate setting forth (i) a brief statement of the facts requiring such adjustment and (ii) the applicable Conversion Price after such adjustment.

 

(f)                                   Procedural Requirements for Mandatory Conversion.  All holders of record of shares of Class D Common Stock, Class C Common Stock or Class B Common Stock to be converted

 

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