eTrade 2005 Annual Report Download - page 268

Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly issued
shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for
such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “
Purchase
Contract Settlement Fund
”) to which the Holders are entitled hereunder.
Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement
Date, Early Settlement Date or Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon
duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate
representing that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the
provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares
as provided in Section5.08 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract
Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be
registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the
Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a
Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any
Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid
any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of
the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Company that
such tax either has been paid or is not payable.
Section5.04
Adjustment of each Fixed Settlement Rate
. (a)Adjustments for Dividends, Distributions, Stock Splits, Etc.
(i) In case the Company shall pay or make a dividend or other distribution on Common Stock in Common Stock, each Fixed Settlement
Rate in effect at the close of business on the date fixed for the determination of shareholders entitled to receive such dividend or other
distribution shall be increased by multiplying each Fixed Settlement Rate by a fraction of which:
(A) the numerator shall be the sum of the number of shares of Common Stock outstanding at the close of business on the date fixed for
such determination and the total number of shares constituting such dividend or other distribution; and
(B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such
determination,
such increase in each Fixed Settlement Rate to become effective immediately at the opening of business on the Business Day following
the date fixed for such determination. For the purposes of this paragraph (i), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company.
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2006. EDGAR Online, Inc.