SEC Filings

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

 

Directors unless so directed by the holders of a majority of the Class A Common Stock, and to so vote if so directed by the holders of a majority of the Class A Common Stock. The holders of a majority of the Class A Common Stock’s initial nominee shall be John D. Harkey, Jr.

 

(d)                                 Class B Director. For so long as PBM and the PBM Co-Investors hold not less than seven hundred and thirty-three thousand one hundred and thirty-eight (733,138) shares of Class B Common Stock or shares of capital stock issued upon conversion of the Class B Common Stock (such number subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Common Stock), (a) the Key Holders and the other Investors hereby agree that PBM 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 PBM is terminated, whether by reason of such director’s resignation, death, disability or otherwise, that PBM 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 PBM’s candidate to the Company’s Board of Directors; and (d) each Key Holder and other Investor hereby agrees not to vote to remove PBM’s candidate from the Company’s Board of Directors unless so directed by PBM, and to so vote if so directed by PBM.

 

(e)                                  Class C Director. For so long as Deerfield or Roche hold not less than two hundred and twenty-eight thousand seven hundred and twenty-four (228,724) shares of Class C Common Stock or shares of capital stock issued upon conversion of such Class C Common Stock (such number subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class C Common Stock), (a) the Key Holders and the other Investors hereby agree that Deerfield shall have the right to nominate two candidates 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 Deerfield is terminated, whether by reason of such director’s resignation, death, disability or otherwise, that Deerfield 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 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 Deerfield’s candidates to the Company’s Board of Directors; and (d) each Key Holder and other Investor hereby agrees not to vote to remove any of Deerfield’s candidates from the Company’s Board of Directors unless so directed by Deerfield, and to so vote if so directed by Deerfield. Deerfield’s initial nominees as Class C Directors shall be Jonathan Leff and Carole Nuechterlein; in the event that either or both of Jonathan Leff or Carole Neuchterlein are unwilling or unable to serve as the Class C Director, Deerfield’s replacement nominee(s) must be approved by a majority of the members of the Board of Directors then serving, such approval not to be unreasonably withheld or delayed.

 

(f)                                   Observer Rights.  For so long as the T. Rowe Price Investors collectively own not less than one hundred seventy-two thousand four hundred thirteen

 

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