eTrade 2005 Annual Report Download - page 483

“
Officers’ Certificate
” means a certificate signed in the name of the Company (i)by the chairman of the Board of Directors, the
president or chief executive officer or a vice president and (ii)by the chief financial officer, the treasurer or any assistant treasurer or the
secretary or any assistant secretary.
“
Opinion of Counsel
” means an opinion from legal counsel that meets the requirements of the Indenture.
“
Original Notes
” means the Notes issued on the Issue Date and any Notes issued in replacement thereof.
“
OTS
” means the Office of Thrift Supervision.
“
Outstanding Convertible Notes
” means 6.00% convertible subordinated notes due February 2007, issued by the Company pursuant
to the indenture dated February1, 2000, outstanding on the Closing Date.
“
Paying Agent
” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held
hereunder in respect of the Notes.
“
Permitted Investment
” means:
(1) an Investment in the Company or a Restricted Subsidiary or a Regulated Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary or Regulated Subsidiary or be merged or consolidated with or into or transfer or convey all
or substantially all its assets to, the Company or a Restricted Subsidiary or Regulated Subsidiary; provided that such person’s primary
business is a Related Business on the date of such Investment;
(2) Temporary Cash Investments and Investment Securities;
(3) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as
expenses in accordance with GAAP;
(4) stock, obligations or securities received in satisfaction of judgments;
(5) an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary;
(6) Hedging Obligations not entered into for speculative investment purposes and designed to protect the Company or its Restricted
Subsidiaries or Regulated Subsidiaries against fluctuations in commodity prices, securities prices, foreign currency exchange rates or
interest rates; and
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2006. EDGAR Online, Inc.