eTrade 2005 Annual Report Download - page 245

ARTICLE 3
THE UNITS
Section3.01
Amount; Form and Denominations
. The aggregate number of Units evidenced by Certificates authenticated, executed on
behalf of the Holders and delivered hereunder is limited to 18,000,000, except for Certificates authenticated, executed and delivered
upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section3.04, Section3.05, Section3.10,
Section3.13, Section3.14 or Section8.05.
The Certificates shall be issuable only in registered form and only in denominations of a single Corporate Unit or Treasury Unit and
any integral multiple thereof.
Section3.02
Rights and Obligations Evidenced by the Certificates
. Each Corporate Units Certificate shall evidence the number of
Corporate Units specified therein, with each such Corporate Unit representing (1)the ownership by the Holder thereof of an Applicable
Ownership Interest in Subordinated Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject
to the Pledge of such Applicable Ownership Interest in Subordinated Note or Applicable Ownership Interest in the Treasury Portfolio
(as specified in clause (i)of the definition of such term), as the case may be, by such Holder pursuant to this Agreement, and (2)the
rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby
authorized, as attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit, to pledge, pursuant to Article 11 hereof, the
Applicable Ownership Interest in Subordinated Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in
clause (i)of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company,
and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in
such Applicable Ownership Interest in Subordinated Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in
clause (i)of the definition of such term) to secure the obligation of the Holder under each Purchase Contract to purchase shares of
Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of
Corporate Units has, on the date hereof, delivered to the Collateral Agent the Subordinated Notes underlying the Applicable
Ownership Interests in Subordinated Notes.
Upon the formation of a Treasury Unit pursuant to Section3.13, each Treasury Unit Certificate shall evidence the number of Treasury
Units specified therein, with each such Treasury Unit representing (1)the ownership by the Holder thereof of a 1/40 or 2.5% undivided
beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder
pursuant to this Agreement, and (2)the rights and obligations of the Holder thereof and the Company under one Purchase Contract.
The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit, to
pledge, pursuant to Article 11 hereof, such Holder’s interest in the Treasury Security forming a part of such Treasury Unit to the
Collateral Agent, for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security
interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each
Purchase Contract to purchase shares of Common Stock.
Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of
a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any
dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the
election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
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2006. EDGAR Online, Inc.