|
|
|
|
Document Preview Indenture |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Indenture |
|||
|
Entities: |
||||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 40KB of 226KB total |
|||
|
Price: |
$84 |
|||
|
ID: |
#274599 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
IMMUNOMEDICS, INC.,
as Issuer
The Bank of New York,
as Trustee
Up to $13,000,000 Aggregate Principal Amount of
3.25% Convertible Senior Notes due 2006
INDENTURE
Dated as of January 20, 2004
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I | ||||
| DEFINITIONS AND INCORPORATION BY REFERENCE | ||||
|
Section 1.1 |
Definitions | 1 | ||
|
Section 1.2 |
Incorporation by Reference of Trust Indenture Act | 8 | ||
|
Section 1.3 |
Rules of Construction | 8 | ||
|
Section 1.4 |
Acts of Holders | 8 | ||
| ARTICLE II | ||||
| THE SECURITIES | ||||
|
Section 2.1 |
Form and Dating | 10 | ||
|
Section 2.2 |
Execution and Authentication | 10 | ||
|
Section 2.3 |
Registrar, Paying Agent and Conversion Agent | 11 | ||
|
Section 2.4 |
Paying Agent to Hold Cash and Securities in Trust | 12 | ||
|
Section 2.5 |
Holder Lists | 12 | ||
|
Section 2.6 |
Transfer and Exchange | 13 | ||
|
Section 2.7 |
Replacement Securities | 13 | ||
|
Section 2.8 |
Outstanding Securities; Determinations of Holders Action | 14 | ||
|
Section 2.9 |
Temporary Securities | 15 | ||
|
Section 2.10 |
Cancellation | 15 | ||
|
Section 2.11 |
Persons Deemed Owners | 15 | ||
|
Section 2.12 |
Additional Transfer and Exchange Requirements | 16 | ||
|
Section 2.13 |
CUSIP Numbers | 18 | ||
|
Section 2.14 |
Ranking | 18 | ||
ARTICLE III
[INTENTIONALLY OMITTED]
ARTICLE IV
[INTENTIONALLY OMITTED]
ARTICLE V
PURCHASE AT THE OPTION OF HOLDERS UPON A DESIGNATED EVENT
|
Section 5.1 |
Designated Event Put | 18 |
-i-
|
Section 5.2 |
Effect of Designated Event Purchase Notice |
21 | ||
|
Section 5.3 |
Deposit of Designated Event Purchase Price |
21 | ||
|
Section 5.4 |
Securities Purchased in Part |
22 | ||
|
Section 5.5 |
Covenant to Comply with Securities Laws Upon Purchase of Securities |
22 | ||
|
Section 5.6 |
Repayment to the Company |
22 | ||
| ARTICLE VI | ||||
| COVENANTS | ||||
|
Section 6.1 |
Payment of Securities |
23 | ||
|
Section 6.2 |
SEC and Other Reports to the Trustee |
24 | ||
|
Section 6.3 |
Compliance Certificate |
25 | ||
|
Section 6.4 |
Further Instruments and Acts |
25 | ||
|
Section 6.5 |
Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and Conversion Agent |
25 | ||
|
Section 6.6 |
Delivery of Information Required Under Rule 144A |
25 | ||
|
Section 6.7 |
Waiver of Stay, Extension or Usury Laws |
26 | ||
|
Section 6.8 |
Statement by Officers as to Default |
26 | ||
| ARTICLE VII | ||||
| SUCCESSOR CORPORATION | ||||
|
Section 7.1 |
When Company May Merge or Transfer Assets |
26 | ||
| ARTICLE VIII | ||||
| DEFAULTS AND REMEDIES | ||||
|
Section 8.1 |
Events of Default |
27 | ||
|
Section 8.2 |
Acceleration |
29 | ||
|
Section 8.3 |
Other Remedies |
30 | ||
|
Section 8.4 |
Waiver of Past Defaults |
30 | ||
|
Section 8.5 |
Control by Majority |
30 | ||
|
Section 8.6 |
Limitation on Suits |
30 | ||
|
Section 8.7 |
Rights of Holders to Receive Payment or to Convert |
31 | ||
|
Section 8.8 |
Collection Suit by Trustee |
31 | ||
|
Section 8.9 |
Trustee May File Proofs of Claim |
31 | ||
|
Section 8.10 |
Priorities |
32 | ||
|
Section 8.11 |
Undertaking for Costs |
32 | ||
-ii-
| ARTICLE IX | ||||
| TRUSTEE | ||||
|
Section 9.1 |
Duties of Trustee |
33 | ||
|
Section 9.2 |
Rights of Trustee |
34 | ||
|
Section 9.3 |
Individual Rights of Trustee |
35 | ||
|
Section 9.4 |
Trustees Disclaimer |
35 | ||
|
Section 9.5 |
Notice of Defaults |
35 | ||
|
Section 9.6 |
Reports by Trustee to Holders |
36 | ||
|
Section 9.7 |
Compensation and Indemnity |
36 | ||
|
Section 9.8 |
Replacement of Trustee |
37 | ||
|
Section 9.9 |
Successor Trustee by Merger |
38 | ||
|
Section 9.10 |
Eligibility; Disqualification |
38 | ||
|
Section 9.11 |
Preferential Collection of Claims Against Company |
38 | ||
| ARTICLE X | ||||
| DISCHARGE OF INDENTURE | ||||
|
Section 10.1 |
Discharge of Liability on Securities |
38 | ||
|
Section 10.2 |
Repayment to the Company |
38 | ||
| ARTICLE XI | ||||
| AMENDMENTS | ||||
|
Section 11.1 |
Without Consent of Holders |
39 | ||
Home Intelligence Services Subscriptions News About Us | ||||