eTrade 2005 Annual Report Download - page 259

(b) Upon receipt of notice of any meeting at which holders of Subordinated Notes are entitled to vote or upon any solicitation of
consents, waivers or proxies of holders of Subordinated Notes, the Purchase Contract Agent shall, as soon as practicable thereafter,
mail, first class, postage pre-paid, to the Holders of Corporate Units a notice:
(i) containing such information as is contained in the notice or solicitation;
(ii) stating that each Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the
same date as the record date set by the Company for determining the holders of Subordinated Notes entitled to vote) shall be entitled
to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Subordinated Notes underlying the
Applicable Ownership Interests in Subordinated Notes that are a component of their Corporate Units; and
(iii) stating the manner in which such instructions may be given.
Upon the written request of the Holders of Corporate Units on such record date received by the Purchase Contract Agent at least six
days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum aggregate principal amount of Subordinated Notes (rounded
down to the nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific
instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Subordinated Notes
underlying Applicable Ownership Interests in Subordinated Notes that are a component of such Corporate Units. The Company
hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of
such voting rights in order to enable the Purchase Contract Agent to vote such Subordinated Notes.
(c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.
Section4.04
Special Event Redemption
. (a)If the Company elects to redeem the Subordinated Notes following the occurrence of a
Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it
intends to redeem the Subordinated Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event
Redemption while Subordinated Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized
to, instruct the Securities Intermediary to present the Subordinated Notes underlying Pledged Applicable Ownership Interests in
Subordinated Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the
Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on
such Special Event Redemption Date, by federal funds check or wire transfer of immediately available funds. Upon receipt of such
funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Subordinated Notes underlying Pledged
Applicable Ownership Interests in Subordinated Notes shall be released from the Collateral Account and promptly transferred to the
Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company,
shall instruct the Securities Intermediary to (i)apply an amount equal to the Redemption Amount of such funds to purchase the
Treasury Portfolio from the Quotation Agent, (ii)
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2006. EDGAR Online, Inc.