SEC Filings

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


Time, issue and deliver to such holder of Class D Common Stock, holder of Class C Common Stock, holder of Class B Common Stock or to his, her or its nominee(s), a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion in accordance with the provisions hereof, a certificate for the number (if any) of the shares of Class D Common Stock, Class C Common Stock or Class B Common Stock represented by the surrendered certificate that were not converted into Class A Common Stock, and (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. All shares of Class D Common Stock, Class C Common Stock or Class B Common Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Class A Common Stock in exchange therefor, plus any cash as provided in the immediately preceding sentence.


FIFTH:  The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for defining and regulating the powers of the Corporation and its directors and stockholders and are in furtherance and not in limitation of the powers conferred upon the Corporation by statute:


A.                                    Subject to any additional vote required by the Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.


B.                                    All of the power of the Corporation, insofar as it may be lawfully vested by this Certificate of Incorporation in the Board of Directors, is hereby conferred upon the Board of Directors of the Corporation except as expressly limited by this Certificate of Incorporation.


C.                                    The election of directors need not be by written ballot.


D.                                    Subject to any additional vote required by the Certificate of Incorporation, the Board of Directors shall have the power and authority to adopt, amend or repeal Bylaws of the Corporation, subject only to such limitation, if any, as may be from time to time imposed by law or by the Bylaws of the Corporation.


E.                                     Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide.  The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.


SIXTH:  No director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability; provided, however, that to the extent required from time to time by applicable law, this Article Sixth shall not eliminate or limit the liability of a director, to the extent such liability is provided by applicable law, (A) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under Section 174 of Title 8 of the Delaware Code, or (D) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Sixth shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to



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