eTrade 2005 Annual Report Download - page 271

such adjustment to each Fixed Settlement Rate to become effective immediately prior to the opening of business on the Business Day
following the record date with respect to such distribution. In any case in which this paragraph (x)is applicable, Section5.02(a)(i),
Section5.02(a)(ii) and paragraph (w)of this Section5.04(a)(iv) shall not be applicable.
(y) Notwithstanding anything to the contrary contained in this Section5.04(a), rights or warrants distributed by the Company to all
holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either
initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“
Trigger Event
”) (i)are deemed to be transferred with such shares of Common Stock; (ii)are not exercisable; and (iii)are also issued in
respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section5.04(a) (and no
adjustment to each Fixed Settlement Rate under this Section5.04(a) will be required) until the occurrence of the earliest Trigger Event,
whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is
required) to each Fixed Settlement Rate shall be made under this Section5.04(a)(iv). In addition, in the event of any distribution of
rights, options or warrants, or any Trigger Event with respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to each Fixed Settlement Rate under this Section5.04(a) was made, (1)in the case of any such rights,
options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, each Fixed Settlement
Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of
Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants),
made to all holders of Common Stock as of the date of such redemption or repurchase, and (2)in the case of such rights, options or
warrants that shall have expired or been terminated without exercise by any holders thereof, each Fixed Settlement Rate shall be
readjusted as if such rights, options and warrants had not been issued.
(z) For purposes of this Section5.04(a)(iv) and Section5.02(a)(i) and Section5.04(a)(ii), any dividend or distribution to which this
Section5.04(a)(iv) is applicable that also includes shares of Common Stock, or rights, options or warrants to subscribe for or purchase
shares of Common Stock (or both), shall be deemed instead to be (1)a dividend or distribution of the evidences of indebtedness, assets
or shares of capital stock other than such shares of Common Stock or rights, options or warrants (and any Settlement Rate adjustment
required by this Section5.04(a)(iv) with respect to such dividend or distribution shall then be made) immediately followed by (2)a
dividend or distribution of such shares of Common Stock or such rights, options or warrants (and any further Settlement Rate
adjustment required by Section5.04(a)(i) and Section5.04(a)(ii) with respect to such dividend or distribution shall then be made), except
(A)the record date of such dividend or distribution shall be deemed to be “the date fixed for the determination of shareholders entitled
to receive such dividend or other distribution”, “the date fixed for the determination of shareholders entitled to receive such rights,
options or warrants” and “the date fixed for such determination” within the meaning of Section5.04(a)(i) and Section5.04(a)(ii) and
(B)any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business
on the date fixed for the determination of shareholders entitled to receive such dividend or other distribution” or “outstanding at the
close of business on the date fixed for such determination” within the meaning of Section5.04(a)(i).
(v) In case the Company shall make any dividend or distribution consisting exclusively of cash to all holders of outstanding shares of
Common Stock
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2006. EDGAR Online, Inc.