SEC Filings

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

 

pursuant to this Section 4 (the “Converted Shares”) shall be sent written notice of the effective time for automatic conversion of all such Converted Shares pursuant to Section 4(a).  Such notice need not be sent in advance of the occurrence of the effective time of such automatic conversion.  Upon receipt of such notice, each holder of Converted Shares shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that 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, 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 Converted Shares converted pursuant to this Section 4, including the rights, if any, to receive notices and vote (other than as a holder of Class A Common Stock), will terminate at such effective time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section 4(f).  As soon as practicable after such effective time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Converted Shares, the Corporation shall issue and deliver to each holder, or to his, her or its nominee(s), a certificate or certificates for the number of whole shares of Class A Common Stock issuable on such conversion in accordance with the provisions hereof, together with (i) cash as provided in Section 4(b) in lieu of any fraction of a share of Class A Common Stock otherwise issuable upon such conversion and (ii) cash representing any declared but unpaid dividends on such Converted Shares.

 

(g)                                  Procedural Requirements for Voluntary Conversion. In order for a holder of Class D Common Stock, Class C Common Stock or Class B Common Stock to voluntarily convert shares of Class D Common Stock, Class C Common Stock or Class B Common Stock into shares of Class A Common Stock, such holder shall surrender the certificate or certificates for such shares of Class D Common Stock, Class C Common Stock or Class B Common Stock (or, if such registered holder alleges that 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), at the office of the transfer agent for the Class D Common Stock, Class C Common Stock or Class B Common Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Class D Common Stock, Class C Common Stock or Class B Common Stock represented by such certificate or certificates.  Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Class A Common Stock to be issued.  If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing.  The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion unless a later date is requested by such holder or an earlier date is agreed to by the Corporation and such holder (the close of business on such date, as determined in accordance with this sentence, is referred to as the “Conversion Time”), and the shares of Class A Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of the Conversion Time.  The Corporation shall, as soon as practicable after the Conversion

 

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