SEC Filings

S-1/A
AVEXIS, INC. filed this Form S-1/A on 02/09/2016
Entire Document
 

 

(xi)                              indebtedness in respect of purchase money financing, capital lease obligations and equipment financing facilities covering existing and newly-acquired equipment, in excess of an aggregate amount of $250,000 outstanding;

 

(xii)                           any action that authorizes, creates or issues shares of capital stock of the Corporation other than pursuant to the Corporation’s stock option or equity incentive plans existing as of the date hereof;

 

(xiii)                        increase the number of shares authorized under the Corporation’s stock option or equity incentive plans;

 

(xiv)                       any action that authorizes, creates or issues shares of any class of stock having preferences superior to or on parity with the Class C Common Stock;

 

(xv)                          any material changes in or deviations from the Corporation’s business plan or budget unless approved by the Board of Directors (which approval includes the vote of either PBM’s designee to the Board of Directors or Deerfield’s designee to the Board of Directors, provided that at the time of such approval either PBM or Deerfield has a designee seated on the Corporation’s Board of Directors, and such director does not unreasonably withhold his approval of such change or deviation);

 

(xvi)                       increase the Stock Plan (as that term is defined in that certain Class D Common Stock Purchase Agreement dated on or about the date hereof) above 2,146,452 shares of the Corporation’s Common Stock; or

 

(xvii)                    incur any obligations that are not already included in the budget and business plan approved in accordance with the terms of the Corporation’s Third Amended and Restated Investor Rights Agreement dated on or about the date hereof.

 

(d)                                 Class B Protective Provisions.  At any time when at least one million eleven thousand seven hundred and thirty shares (1,011,730) shares of Class B-1 Common Stock are held by PBM (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), the Corporation shall not, either directly or indirectly, by amendment, merger, consolidation or otherwise, effect any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote (as the case may be) of the holders of more than fifty percent (50%) of the Corporation’s issued and outstanding capital stock, voting as a single class on an as-converted basis, which approval must include the written consent or affirmative vote of one of PBM, Deerfield or in the event that Deerfield no longer holds any capital stock of the Corporation, Roche :

 

(i)                                     any amendment of the Corporation’s Fourth Amended and Restated Certificate of Incorporation or By-laws;

 

(ii)                                  increase the Stock Plan (as that term is defined in that certain Class D Common Stock Purchase Agreement dated on or about the date hereof) above 2,146,452 shares of the Corporation’s Common Stock; or

 

7



© AveXis, Inc. All Rights Reserved.