eTrade 2005 Annual Report Download - page 239

(iii) at any time on or prior to the Purchase Contract Settlement Date, the Company shall institute proceedings to be adjudicated a
voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent
seeking reorganization under the Bankruptcy Code or any other similar applicable Federal or state law, or shall consent to the filing of
any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in
bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due.
“
Threshold Appreciation Price
” has the meaning set forth in Section5.01(a).
“
TIA
” means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.
“
TRADES
” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York
pursuant to the TRADES Regulations.
“
TRADES Regulations
” means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as
amended from time to time. Unless otherwise defined herein, all terms defined in the TRADES Regulations are used herein as therein
defined.
“
Trading Day
” has the meaning set forth in Section5.01(a).
“
Transfer
” means (i)in the case of certificated securities in registered form, delivery as provided in Section8-301(a) of the UCC,
indorsed to the transferee or in blank by an effective endorsement; (ii)in the case of Treasury Securities, registration of the transferee
as the owner of such Treasury Securities on TRADES; and (iii)in the case of security entitlements, including, without limitation,
security entitlements with respect to Treasury Securities, a securities intermediary indicating by book entry that such security
entitlement has been credited to the transferee’s securities account.
“
Treasury Portfolio
” has the meaning set forth in the Supplemental Indenture.
“
Treasury Portfolio Purchase Price
” has the meaning set forth in the Supplemental Indenture.
“
Treasury Securities
” means zero-coupon U.S. treasury securities that mature on November15, 2008 (CUSIP No.912 820 DK0).
“
Treasury Unit
” means, following the substitution of Treasury Securities for Pledged Applicable Ownership Interests in
Subordinated Notes or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, as collateral to secure a
Holder’s obligations under the Purchase Contract, the collective rights and obligations of a Holder of a Treasury Units Certificate in
respect of such Treasury Securities, subject to the Pledge thereof, and the related Purchase Contract.
“
Treasury Units Certificate
” means a certificate evidencing the rights and obligations of a Holder in respect of the number of
Treasury Units specified on such certificate.
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