eTrade 2005 Annual Report Download - page 481

(4) appropriate amounts to be provided by the Company, any Restricted Subsidiary or any Regulated Subsidiary as a reserve against
any liabilities associated with such Asset Sale or Regulated Sale, including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such
Asset Sale or Regulated Sale, all as determined in conformity with GAAP; and
(b) with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents,
including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest,
component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property
received when converted to cash or cash equivalents, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’
fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.
“
Note Guarantee
” means any Guarantee of the obligations of the Company under the Indenture and the Notes by any Subsidiary
Guarantor.
“
Notes
” has the meaning assigned to such term in the Recitals.
“
Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness.
“
Offer to Purchase
” means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the
Trustee and each Holder stating:
(1) the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro
rata basis;
(2) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the
date such notice is mailed) (the “Payment Date”);
(3) that any Note not tendered will continue to accrue interest pursuant to its terms;
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2006. EDGAR Online, Inc.