eTrade 2005 Annual Report Download - page 248

(ii) if a Termination Event, Early Settlement, or Cash Merger Early Settlement shall have occurred prior to the Purchase Contract
Settlement Date, or a Cash Settlement shall have occurred, transfer the Subordinated Notes, the Treasury Securities, or the Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Certificate, in each case subject to the applicable
conditions and in accordance with the applicable provisions of Section3.15 and Article 5 hereof.
Section3.06
Book-entry Interests
. The Certificates will be issued in the form of one or more fully registered Global Certificates, to be
delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial
Depositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede& Co., the nominee of the
Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global
Certificate, except as provided in Section3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so
requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered
Certificates have been issued to Beneficial Owners pursuant to Section3.09:
(i) the provisions of this Section3.06 shall be in full force and effect;
(ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder of the Units and the sole
holder of the Global Certificates and shall have no obligation to the Beneficial Owners;
provided
that a Beneficial Owner may directly
enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial
Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in
Section3.09;
(iii) to the extent that the provisions of this Section3.06 conflict with any other provisions of this Agreement, the provisions of this
Section3.06 shall control; and
(iv) except as set forth in the proviso of clause (ii)of this Section3.06, the rights of the Beneficial Owners shall be exercised only
through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the
Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants.
Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of,
or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate
Units pursuant to Section3.13 and Section3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule
of Increases and Decreases set forth in such Global Certificate.
Section3.07
Notices to Holders
. Whenever a notice or other communication to the Holders is required to be given under this
Agreement, the Company or the Company’s agent shall give such notices and communications to the Holders and, with respect to any
Units registered in the name of the Depositary or the nominee of the Depositary, the Company or the Company’s agent shall, except as
set forth herein, have no obligations to the Beneficial Owners.
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2006. EDGAR Online, Inc.