eTrade 2005 Annual Report Download - page 430

(a) Capitalized terms used herein without definition shall have the meanings set forth in the Base Indenture, or, if not defined in the
Base Indenture, in the Purchase Contract and Pledge Agreement or the Remarketing Agreement;
(b) a term defined anywhere in this Supplemental Indenture No.1 has the same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect interpretation;
(e) the following terms have the meanings given to them in this Section1.02(e):
“
Accounting Event
” means the receipt by the audit committee of the Company’s Board of Directors of a written report in accordance
with Statement on Auditing Standards (“SAS”) No.97, “Amendment to SAS No.50—Reports on the Application of Accounting
Principles,” from the Company’s independent auditors, provided at the request of management, to the effect that, as a result of a
change in accounting rules after the date of original issuance of the Subordinated Notes, the Company must either (a)account for the
Purchase Contracts as derivatives under SFAS 133 (or otherwise mark-to-market or measure the fair value of all or any portion of the
Purchase Contracts with changes appearing in the Company’s income statement) or (b)account for the Units using the if-converted
method under SFAS 128, and that such accounting treatment will cease to apply upon redemption of the Subordinated Notes.
“
Applicable Ownership Interest in Subordinated Notes
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
“
Applicable Principal Amount
” means the aggregate principal amount of the Subordinated Notes underlying the Applicable
Ownership Interest in Subordinated Notes that are components of the Corporate Units on the Special Event Redemption Date.
“
Beneficial Owner
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
“
Board of Directors
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
“
Business Day
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
“
Cash Merger Early Settlement
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
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