SEC Filings

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

 

Section 12(g) or 15(d) of the Exchange Act; or (iii) upon a Liquidation Event, as such term is defined in the Company’s Restated Certificate, whichever event occurs first.

 

6.                                      Miscellaneous.

 

6.1                               Successors and Assigns.  The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities; provided, however, that (v) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; (w) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement; (x) except for transfers of Registrable Securities by PBM to the PBM Co-Investors, PBM may only transfer its rights hereunder to an unrelated third party transferee if such unrelated third party transferee receives not less than 366,569 shares (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) of PBM’s Class B Common Stock; (y) Deerfield may only transfer its rights hereunder to an unrelated third party transferee if such unrelated third party transferee receives not less than two hundred and twenty-eight thousand seven hundred and twenty-four (228,724) shares (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) of Deerfield’s Class C Common Stock; and (z) Roche may only transfer its rights hereunder to an unrelated third party transferee if such unrelated third party transferee receives not less than two hundred twenty-eight thousand four hundred and eighty (228,480) shares (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) of Roche’s Class C Common Stock.  The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

 

6.2                               Governing Law.  This Agreement shall be governed by the internal law of the State of Delaware.

 

6.3                               Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

6.4                               Titles and Subtitles.  The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

 

6.5                               Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified, (ii) when sent, if sent by

 

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