Indenture [Form] (2014)Full Document 

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TG THERAPEUTICS, INC.

FORM OF

INDENTURE

Dated as of

[ ], 20[ ]

DEBT SECURITIES

[___]

Trustee

CROSS REFERENCE SHEET

Cross-reference sheet of provisions of the Trust Indenture Act of 1939 and this indenture*

Trust Indenture
Act Section
Indenture Section
§310 (a) 11.04(a), 16.02
(b) 11.01(f), 11.04(b), 11.05(1), 16.02
(b)(1) 11.04(b), 16.02
§311 11.01(f), 16.02
§312 14.02(d), 16.02
(b) 11.10, 16.02
(c) 11.10, 16.02
§313 (a) 10.01(a), 16.02
§314 16.02
§315 (e) 11.05, 16.02
§316 16.02
§317 16.02
§317 16.02

* This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. Attention should also be directed to Section 318(c) of the Trust Indenture Act of 1939, which provides that the provisions of Sections 310 to and including 317 of the Trust Indenture Act of 1939 are a part of and govern every qualified indenture, whether or not physically contained therein.

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TABLE OF CONTENTS

Article I
DEFINITIONS
Section 1.01 Definitions. 1
Article II
FORMS OF SECURITIES
Section 2.01 Terms of the Securities. 11
Section 2.02 Form of Trustee’s Certificate of Authentication. 12
Article III
THE DEBT SECURITIES
Section 3.01 Amount Unlimited; Issuable in Series. 12
Section 3.02 Denominations. 15
Section 3.03 Execution, Authentication, Delivery and Dating. 15
Section 3.04 Temporary Securities. 17
Section 3.05 Registrar and Paying Agent. 18
Section 3.06 Transfer and Exchange. 18
Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities. 22
Section 3.08 Payment of Interest; Interest Rights Preserved. 23
Section 3.09 Cancellation. 24
Section 3.10 Computation of Interest. 24
Section 3.11 Currency of Payments in Respect of Securities. 24
Section 3.12 Judgments. 25
Section 3.13 CUSIP Numbers. 25
Article IV
REDEMPTION OF SECURITIES
Section 4.01 Applicability of Right of Redemption. 26
Section 4.02 Selection of Securities to be Redeemed. 26
Section 4.03 Notice of Redemption. 26
Section 4.04 Deposit of Redemption Price. 27
Section 4.05 Securities Payable on Redemption Date. 27
Section 4.06 Securities Redeemed in Part. 28
Article V
SINKING FUNDS
Section 5.01 Applicability of Sinking Fund. 28
Section 5.02 Mandatory Sinking Fund Obligation. 28
Section 5.03 Optional Redemption at Sinking Fund Redemption Price. 29
Section 5.04 Application of Sinking Fund Payment. 29

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Article VI
PARTICULAR COVENANTS OF THE COMPANY
Section 6.01 Payments of Securities. 30
Section 6.02 Paying Agent. 30
Section 6.03 To Hold Payment in Trust. 31
Section 6.04 Merger, Consolidation and Sale of Assets. 32
Section 6.05 Compliance Certificate. 33
Section 6.06 Conditional Waiver by Holders of Securities. 33
Section 6.07 Statement by Officers as to Default. 33
Article VII
REMEDIES OF TRUSTEE AND SECURITYHOLDERS
Section 7.01 Events of Default. 34
Section 7.02 Acceleration; Rescission and Annulment. 35
Section 7.03 Other Remedies. 37
Section 7.04 Trustee as Attorney-in-Fact. 38
Section 7.05 Priorities. 38
Section 7.06 Control by Securityholders; Waiver of Past Defaults. 39
Section 7.07 Limitation on Suits. 39
Section 7.08 Undertaking for Costs. 40
Section 7.09 Remedies Cumulative. 40
Article VIII
CONCERNING THE SECURITYHOLDERS
Section 8.01 Evidence of Action of Securityholders. 41
Section 8.02 Proof of Execution or Holding of Securities. 41
Section 8.03 Persons Deemed Owners. 42
Section 8.04 Effect of Consents. 42
Article IX
SECURITYHOLDERS’ MEETINGS
Section 9.01 Purposes of Meetings. 42
Section 9.02 Call of Meetings by Trustee. 42
Section 9.03 Call of Meetings by Company or Securityholders. 43
Section 9.04 Qualifications for Voting. 43
Section 9.05 Regulation of Meetings. 43
Section 9.06 Voting. 44
Section 9.07 No Delay of Rights by Meeting. 44
Article X
REPORTS BY THE COMPANY AND THE TRUSTEE AND
SECURITYHOLDERS’ LISTS
Section 10.01 Reports by Trustee. 44

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Section 10.02 Reports by the Company. 45
Section 10.03 Securityholders’ Lists. 45
Article XI
CONCERNING THE TRUSTEE
Section 11.01 Rights of Trustees; Compensation and Indemnity. 46
Section 11.02 Duties of Trustee. 48
Section 11.03 Notice of Defaults. 50
Section 11.04 Eligibility; Disqualification. 50
Section 11.05 Registration and Notice; Removal. 50
Section 11.06 Successor Trustee by Appointment. 52
Section 11.07 Successor Trustee by Merger, Conversion, Consolidation or Succession to Business. 53
Section 11.08 Right to Rely on Officer’s Certificate. 53
Section 11.09 Appointment of Authenticating Agent. 53
Section 11.10 Communications by Securityholders with Other Securityholders. 54
Article XII
SATISFACTION AND DISCHARGE; DEFEASANCE
Section 12.01 Applicability of Article. 55
Section 12.02 Satisfaction and Discharge of Indenture. 55
Section 12.03 Defeasance upon Deposit of Moneys or U.S. Government Obligations. 56
Section 12.04 Repayment to Company. 57
Section 12.05 Indemnity for U.S. Government Obligations. 57
Section 12.06 Deposits to Be Held in Escrow. 58
Section 12.07 Application of Trust Money. 58
Section 12.08 Deposits of Non-U.S. Currencies. 59
Article XIII
IMMUNITY OF CERTAIN PERSONS
Section 13.01 No Personal Liability. 59
Article XIV
SUPPLEMENTAL INDENTURES
Section 14.01 Without Consent of Securityholders. 59
Section 14.02 With Consent of Securityholders; Limitations. 61
Section 14.03 Trustee Protected. 62
Section 14.04 Effect of Execution of Supplemental Indenture. 63
Section 14.05 Notation on or Exchange of Securities. 63
Section 14.06 Conformity with TIA. 63

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Article XV
SUBORDINATION OF SECURITIES
Section 15.01 Agreement to Subordinate. 63
Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities. 63
Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness. 65
Section 15.04 Payments on Securities Permitted. 65
Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination. 66
Section 15.06 Notices to Trustee. 66
Section 15.07 Trustee as Holder of Senior Indebtedness. 66
Section 15.08 Modifications of Terms of Senior Indebtedness. 67
Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent. 67
Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance. 67
Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness. 67
Article XVI
MISCELLANEOUS PROVISIONS
Section 16.01 Certificates and Opinions as to Conditions Precedent. 67
Section 16.02 Trust Indenture Act Controls. 69
Section 16.03 Notices to the Company and Trustee. 69
Section 16.04 Notices to Securityholders; Waiver. 69
Section 16.05 Legal Holiday. 70
Section 16.06 Effects of Headings and Table of Contents. 70
Section 16.07 Successors and Assigns. 70
Section 16.08 Separability Clause. 70
Section 16.09 Benefits of Indenture. 70
Section 16.10 Counterparts Originals. 70
Section 16.11 Governing Law; Waiver of Trial by Jury. 70