SEC Filings

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

 

as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Investor or Key Holder in connection with such Approved Sale; and

 

(iii)                               liability shall be limited to such Investor’s or Key Holder’s (as applicable) applicable share (determined based on the respective proceeds payable to each Investor or Key Holder, as applicable, in connection with such Approved Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Investors and Key Holders but that in no event exceeds the amount of consideration otherwise payable to such Investor or Key Holder, as applicable, in connection with such Approved Sale, except with respect to claims related to fraud by such Investor or Key Holder, as applicable, the liability for which need not be limited as to such Investor or Key Holder, as applicable.

 

5.5                                                 Board of Directors.

 

(a)                                 Number of Directors. Each Investor and Key Holder agrees to vote, or cause to be voted all shares owned by such Investor or Key Holder, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at seven (7) directors or such other number of directors (but no more than eight (8)), as is determined by the Board.

 

(b)                                 CEO Director. Each Investor and Key Holder agrees to vote, or cause to be voted, all shares owned by such Investor or Key Holder, from time to time and at all times, in whatever manner as shall be necessary to ensure the Company’s Chief Executive Officer, which position shall initially be vacant, is elected to the Company’s Board of Directors (the “CEO Director”), provided, that if for any reason, the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each Investor and Key Holder shall promptly vote their respective shares (i) to remove the former Chief Executive Officer from the Board of Directors and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director.

 

(c)                                  Class A Director.  The Key Holders and the other Investors hereby agree that the holders of a majority of the Class A Common Stock shall have the right to nominate one candidate for election to the Company’s Board of Directors; (b) the Key Holders and the other Investors further agree that if the service of any director that was nominated by the holders of a majority of the Class A Common Stock is terminated, whether by reason of such director’s resignation, death, disability or otherwise, that the holders of a majority of the Class A Common Stock shall have the right to nominate a candidate for election to the Company’s Board of Directors to replace such director; (c) each Key Holder and other Investor hereby agrees to vote, at any annual or special meeting of the stockholders of the Company at which an election of directors is to occur (which shall include any consent of stockholders of the Company in lieu of any such meeting), all shares owned by such Investor or Key Holder in favor of the election of the holders of a majority of the Class A Common Stock’s candidate to the Company’s Board of Directors; and (d) each Key Holder and other Investor hereby agrees not to vote to remove the holders of a majority of the Class A Common Stock’s candidate from the Company’s Board of

 

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