eTrade 2005 Annual Report Download - page 405

merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person, unless
(a)either the Issuer shall be the continuing corporation, or the successor corporation or the Person which acquires by sale, lease or
conveyance substantially all the assets of the Issuer (if other than the Issuer) shall be a corporation organized under the laws of the
United States of America or any State thereof or the District of Columbia and shall expressly assume the due and punctual payment of
the principal of and interest on all the Securities and Coupons, if any, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (b)the Issuer, such Person or
such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or
conveyance, be in default in the performance of any such covenant or condition.
Section9.02
. Successor Corporation Substituted.
In case of any such consolidation, merger, sale, lease or conveyance, and following
such an assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein. Such successor corporation may cause to be signed, and may issue either in its own
name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which together with any
Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order
of such successor corporation, instead of the Issuer, and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which
previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the
Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under
this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof.
In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be
made in the Securities and Coupons thereafter to be issued as may be appropriate.
In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which
shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants
under this Indenture and the Securities and may be liquidated and dissolved.
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