SEC Filings

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

 

 

 

Email: tbarton@wrctx.com

 

 

 

If to NRM:

 

NRM VII HOLDINGS I, LLC
c/o Third Security, LLC
Attention: Legal Department
The Governor Tyler
1881 Grove Avenue
Radford, VA 24141
Telephone:  540.633.7900
Fax: 540.633.7939
Email:  tad.fisher@thirdsecurity.com and milan.tolley@thirdsecurity.com

 

 

 

With a simultaneous copy (which shall not constitute notice) to:

 

Troutman Sanders LLP
1001 Haxall Point
Richmond, VA 23219
Attn:  David I. Meyers
Email:  david.meyers@troutmansanders.com

 

g.                                       Section 6.6 of the Investor Rights Agreement is hereby deleted in its entirety and replaced with the following:

 

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance with Subsection 2.12(c); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party.  Notwithstanding the foregoing, (i) this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to an Investor without the written consent of such Investor, (ii) Sections 5.5(a), 5.5(d) and 5.6 may not be amended or revised without the consent of PBM, (iii) Sections 5.5(a), 5.5(e), and 5.7 may not be amended or revised without the consent of the holders of at least a majority of the Class C Common Stock, (iv) Sections 2.11, 3.1, 3.2, 3.3, 3.4 and 5.5(f) may not be amended or revised in a manner that adversely affects the T. Rowe Price Investors without the written consent of T. Rowe Price Investors holding at least a majority of the Class D Common Stock held by all T. Rowe Price Investors and (v) Section 2 may not be amended or revised in a manner that adversely affects White Rock or NRM or does not benefit White Rock or NRM in a manner equal to the benefit received by the other Investors or the Key Holders, in each case, without the prior written consent of White Rock or NRM, respectively. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver.  Any amendment, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of

 

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