eTrade 2005 Annual Report Download - page 482

(4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to
Purchase shall cease to accrue interest on and after the Payment Date;
(5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together
with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the
address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third
Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have
such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of
$1,000 or multiples of $1,000.
On the Payment Date, the Company shall (a)accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an
Offer to Purchase; (b)deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so
accepted; and (c)deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’
Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to
the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and
mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each
Note purchased and each new Note issued shall be in a principal amount of $1,000 or multiples of $1,000. The Company will publicly
announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent
for an Offer to Purchase. The Company will comply with Rule 14e-l under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable, if the Company is required to repurchase Notes pursuant
to an Offer to Purchase.
“
Officer”
means the chairman of the Board of Directors, the president or chief executive officer, any vice president, the chief financial
officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of the Company.
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2006. EDGAR Online, Inc.