eTrade 2005 Annual Report Download - page 474

“
DTC
” means The Depository Trust Company, a New York corporation, and its successors.
“
DTC Legend
” means the legend set forth in Exhibit C.
“
Event of Default
” has the meaning assigned to such term in Section6.01.
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
“
fair market value
” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under
no compulsion to sell and an informed and willing buyer under no compulsion to buy which, if determined by the Board of Directors as
evidenced by a Board Resolution, shall be conclusively determined.
“
FDIC
” means the Federal Deposit Insurance Corporation.
“
Foreign Subsidiary
” means any Subsidiary of the Company that is an entity which is a controlled foreign corporation under
Section957 of the Internal Revenue Code or any subsidiary that is otherwise organized under the laws of a jurisdiction other than the
United States, any state thereof, or the District of Columbia.
“
GAAP
” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date,
including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations
contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis, except that
calculations made for purposes of determining compliance with the terms of the covenants and with other provisions of the Indenture
shall be made without giving effect to (1)the amortization of any expenses incurred in connection with the offering of the Notes, the
2013 Notes and the 2011 Notes and (2)except as otherwise provided, the amortization or writedown of any amounts required or
permitted by Accounting Principles Board Opinion Nos. 16 and 17 and Statement of Financial Accounting Standards No.142.
“
Global Note
” means a Note in registered global form without interest coupons.
“
Guarantee
” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of
any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of
such Person (1)to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other
Person (whether arising by virtue of partnership arrangements, or by agreements
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