SEC Filings

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

 

(iii)                               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.

 

4.                                      Conversion of Class B Common Stock, Class C Common Stock and Class D Common Stock.

 

(a)                                 Triggering Events.

 

(i)                                     Upon the closing of a Qualified IPO, all shares of Class D Common Stock, Class C Common Stock and Class B Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such share of Class D Common Stock, Class C Common Stock or Class B Common Stock by the applicable Conversion Price (in each case as defined below) in effect at the time of conversion.

 

(ii)                                  At the date and time, or upon the occurrence of an event, specified by vote or written consent of the holders of a majority of the issued and outstanding shares of Class D Common Stock, voting as a separate class, each outstanding share of Class D Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Class D Original Issue Price by the Class D Conversion Price (as defined below) in effect at the time of conversion.

 

(iii)                               At the date and time, or upon the occurrence of an event, specified by vote or written consent of the holders of a majority of the issued and outstanding shares of Class C Common Stock, voting as a separate class, each outstanding share of Class C Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Class C Original Issue Price for such share of Class C Common Stock by the applicable Class C Conversion Price (as defined below) in effect at the time of conversion.

 

(iv)                              At the date and time, or upon the occurrence of an event, specified by vote or written consent of the holders of a majority of the issued and outstanding shares of Class B Common Stock, voting as a separate class, each outstanding share of Class B Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Class B Original Issue Price for such share of Class B Common Stock by the applicable Class B Conversion Price (as defined below) in effect at the time of conversion.

 

The “Class D Conversion Price” for each share of Class D Common Stock shall initially be equal to the Class D Original Issue Price for such share of Class D Common Stock. The “Class C Conversion Price” for each share of Class C Common Stock shall initially be equal to the Class C Original Issue Price for such share of Class C Common Stock. The “Class B Conversion Price” for each share of Class B Common Stock shall initially be equal to the Class B Original Issue Price for such share of Class B Common Stock. For purposes hereof, the Class D Conversion Price, Class C Conversion Price and Class B Conversion Price shall be referred to, collectively, as the “Conversion Price” and, individually, as the “applicable Conversion Price”. Such initial Conversion Price, and the rate at which shares of Class D Common Stock, Class C Common Stock and Class B Common Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. A holder of shares of Class D Common Stock, Class C Common Stock or Class B

 

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