eTrade 2005 Annual Report Download - page 293

ARTICLE 10
COVENANTS
Section10.01
Performance under Purchase Contracts
. The Company covenants and agrees for the benefit of the Holders from time to
time of the Units that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of
the Purchase Contracts and this Agreement.
Section10.02
Maintenance of Office or Agency
. The Company will maintain in the Borough of Manhattan, City of New York, New York
an office or agency where Certificates may be presented or surrendered for acquisition of shares of Common Stock upon settlement of
the Purchase Contracts on the Purchase Contract Settlement Date or upon Early Settlement or Cash Merger Early Settlement and for
transfer of Collateral upon occurrence of a Termination Event, where Certificates may be surrendered for registration of transfer or
exchange, or for a Collateral Substitution and where notices and demands to or upon the Company in respect of the Units and this
Agreement may be served. The Company will give prompt written notice to the Purchase Contract Agent of the location, and any
change in the location, of such office or agency. The Company initially designates the Corporate Trust Office of the Purchase Contract
Agent as such office of the Company. If at any time the Company shall fail to maintain any such required office or agency or shall fail
to furnish the Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office, and the Company hereby appoints the Purchase Contract Agent as its agent to receive all such
presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices or agencies where Certificates may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations;
provided
,
however
, that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, City of New York, New York for such purposes. The Company will give prompt written notice to the Purchase Contract
Agent of any such designation or rescission and of any change in the location of any such other office or agency. The Company
hereby designates as the place of payment for the Units the Corporate Trust Office and appoints the Purchase Contract Agent at its
Corporate Trust Office as paying agent in such city.
Section10.03
Company To Reserve Common Stock
. The Company shall at all times prior to the Purchase Contract Settlement Date
reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock the full number of shares of
Common Stock issuable against tender of payment in respect of all Purchase Contracts constituting a part of the Units evidenced by
Outstanding Certificates.
Section10.04
Covenants as to Common Stock; Listing
. (a)The Company covenants that all shares of Common Stock which may be
issued against tender of payment in respect of any Purchase Contract constituting a part of the Outstanding Units will, upon issuance,
be duly authorized, validly issued, fully paid and nonassessable.
The Company further covenants that, if at any time the Common Stock shall be listed on the NYSE or any other national securities
exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system,
list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common
Stock issuable upon Settlement of Purchase Contracts;
provided
,
however
, that, if the rules of such exchange or automated quotation
system permit the Company to defer the listing of such Common Stock until the date
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2006. EDGAR Online, Inc.