eTrade 2005 Annual Report Download - page 290

(b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent,
Securities Intermediary or Custodial Agent;
(c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the
Company;
(d) make provision with respect to the rights of Holders pursuant to the requirements of Section5.04(b); or
(e) except as provided for in Section5.04, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent
with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that
do not adversely affect the interests of any Holders,
provided
that any amendment made solely to conform the provisions of this
Agreement to the description of the Equity Units and the Purchase Contracts contained in the Prospectus under the sections entitled
“Description of the Equity Units,” “Description of the Purchase Contracts” and “Certain Provisions of the Purchase Contract and
Pledge Agreement” will not be deemed to adversely affect the interests of the Holders.
Section8.02
Supplemental Agreements with Consent of Holders
. With the consent of the Holders of not less than a majority of the
Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a
tender or an exchange offer, by Act of said Holders delivered to the Company, the Purchase Contract Agent, the Company, the
Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when authorized by a Board Resolution, and
the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any
manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units;
provided
,
however
, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of
each outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under the Purchase Contract
(except for the rights of holders of Corporate Units to substitute Treasury Securities for the Pledged Applicable Ownership Interests in
Subordinated Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, or the rights of
Holders of Treasury Units to substitute Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio (as
specified in clause (i)of the definition of such term), as applicable, for the Pledged Treasury Securities), impair the right of the Holder of
any Purchase Contract to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such
Collateral;
(c) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract;
(d) except as set forth in Section5.04, reduce the number of shares of Common Stock or the amount of any other property to be
purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon
settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger
Early Settlement or otherwise adversely affect the Holder’s rights under the Purchase Contract in any material respect; or
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2006. EDGAR Online, Inc.