SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
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daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.


1.15                        Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


1.16                        IPO” means the closing of the first firm commitment underwritten public offering of shares of the Common Stock of the Company.


1.17                        New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.


1.18                        PBM”  means PBM Capital Investments, LLC.


1.19                        PBM Co-Investors” means Adam Burke, Kevin Combs, Damian deGoa, Steven Goldman, Mike McCauley, James Reebals, Jayson Rieger, Eugene Scavola, Russell Schundler and Sean Stalfort, and any other Affiliate of PBM or any of such identified Persons.  All Registrable Securities held or acquired by PBM and the PBM Co-Investors shall be aggregated and be deemed to be held by PBM for the purpose of determining the availability of any rights of PBM under this Agreement, including but not limited to Sections 5.5(d) and 5.6.


1.20                        Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.


1.21                        Proposed Key Holder Transfer” means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Common Stock (or any interest therein) proposed by any of the Key Holders.


1.22                        Proposed Transfer Notice” means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.


1.23                        Prospective Transferee” means any person other than the Company to whom a Key Holder proposes to make a Proposed Key Holder Transfer.


1.24                        Registrable Securities” means (i) any Common Stock held by the Investors on the date hereof, (ii) any Common Stock or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by an Investor after the date hereof and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) or (ii) above.


1.25                        Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable



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