SEC Filings

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


limitation, any increase in the number of shares of Class B Common Stock issuable upon conversion as a result of a dilutive issuance of capital stock.


4.                                      Transfers.


(a)                                 Unregistered Security. Each holder of this Warrant acknowledges that this Warrant, the Warrant Stock and the Common Stock of the Company have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and covenants and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant, any Warrant Stock issued upon its exercise or any Class B-2 Common Stock issued upon conversion of the Warrant Stock in the absence of (i) an effective registration statement under the Securities Act as to this Warrant, such Warrant Stock or such Class B-2 Common Stock and registration or qualification of this Warrant, such Warrant Stock or such Class B-2 Common Stock under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company (as to form, substance and choice of counsel), that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.


(b)                                 Warrant Register. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.


5.                                      No Impairment. Except as set forth in Section 14 hereof, the Company will not, by amendment of its certificate of incorporation or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will (subject to Section 14 below) at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.


6.                                      Registration and Other Rights. All shares issued upon the exercise of this Warrant shall be entitled to registration rights and other rights, and be subject to the obligations, as set forth in the Investors’ Rights Agreement (as defined in the Purchase Agreement).


7.                                      Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (in each case the “Expiration Date”): (a) the ten (10) year anniversary of the Date of Issuance or (b) a Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on or about the Date of Issuance, as may be amended and/or restated from time to time, the “Charter”) or an event deemed to be a Liquidation Event, in accordance with the terms and provisions of the Charter.


8.                                      Notices of Certain Transactions. In case:


(a)                                 the Company shall take a record of the holders of its Class B Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;



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