eTrade 2005 Annual Report Download - page 280

If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Units at or prior to 5:00 p.m. (New
York City time) on a Business Day, such day shall be the “
Early Settlement Date
” with respect to such Units and if such
requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the Early
Settlement Date with respect to such Units shall be the next succeeding Business Day.
Upon the receipt of such Certificate and Early Settlement Amount from the Holder, the Purchase Contract Agent shall pay to the
Company such Early Settlement Amount, the receipt of which payment the Company shall confirm in writing. The Purchase Contract
Agent shall then notify the Collateral Agent that (A)such Holder has elected to effect an Early Settlement, which notice shall set forth
the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B)the Purchase Contract
Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement
Amount and (C)all conditions to such Early Settlement have been satisfied.
Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth in the preceding paragraph, the
Collateral Agent shall release from the Pledge, (1)in the case of a Holder of Corporate Units, the Subordinated Notes underlying the
Pledged Applicable Ownership Interest in Subordinated Notes, or the Pledged Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, relating to the Purchase Contracts to which Early Settlement is effected, or (2)in the case of a Holder of
Treasury Units, Pledged Treasury Securities, in each case with a Value equal to the product of (x)the Stated Amount times (y)the
number of Purchase Contracts as to which such Holder has elected to effect Early Settlement, and shall instruct the Securities
Intermediary to Transfer all such Pledged Applicable Ownership Interests in the Treasury Portfolio or Subordinated Notes underlying
such Pledged Applicable Ownership Interests in Subordinated Notes or Pledged Treasury Securities, as the case may be, to the
Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby.
Holders of Corporate Units and Treasury Units may only effect Early Settlement pursuant to this Section5.07 in integral multiples of 40
Treasury Units. If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in
Subordinated Notes as a component of the Corporate Units, Corporate Units Holders may only effect Early Settlement pursuant to this
Section5.07 in integral multiples of 128,000 Corporate Units.
(c) Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Company shall issue, and the Holder shall be
entitled to receive, a number of shares of Common Stock (or in the case of an Early Settlement following a Reorganization Event, a
number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement
is effected.
(d) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause the shares of Common
Stock issuable upon Early Settlement of Purchase Contracts and the Subordinated Notes, the Applicable Ownership Interests in the
Treasury Portfolio or Treasury Securities, as the case may be, to be issued and delivered, together with payment in lieu of any fraction
of a share, as provided in Section5.08.
(e) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the
Subordinated Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from the
Securities Intermediary, as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder
thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units:
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