eTrade 2005 Annual Report Download - page 486

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PIK Preferred Stock
” means Preferred Stock the terms of which do not permit the declaration or payment of any dividend or other
distribution thereon or with respect thereto, or the redemption or conversion thereof, in each such case prior to the payment in full of
the Company’s obligations under the Notes.
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Preferred Stock
” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of
such Person with respect to dividends or redemptions or upon liquidation.
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Prospectus
” means the prospectus dated October28, 2005, together with the prospectus supplement thereto dated November16,
2005, prepared by the Company in connection with the offering of the Notes.
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Rating Agency
” means any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule
436(g)(2) under the Securities Act.
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Rating Decline
” means (i)a decrease of one or more gradations (including gradations within Rating Categories as well as between
Rating Categories) in the rating of the notes by both Moody’s and S&P or (ii)a withdrawal of the rating of the Notes by Moody’s and
S&P, in each case, directly as a result of a Change of Control; provided, however, that such decrease or withdrawal occurs on, or
within 30 days following, the date of public notice of the occurrence of a Change of Control or of the intention by the Company, or a
stockholder of the Company, as applicable, to effect a Change of Control, which period shall be extended so long as the rating of the
Notes relating to the Change of Control as noted by the Rating Agency is under publicly announced consideration for downgrade by
the applicable Rating Agency.
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Register
” has the meaning assigned to such term in Section2.09.
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Registrar
” means a Person engaged to maintain the Register.
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Regular Record Date
” for the interest payable on any Interest Payment Date means the [] or [] (whether or not a Business Day) next
preceding such Interest Payment Date.
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Regulated Sale
” means any sale, transfer or other disposition (including by way of merger, consolidation or Sale-Leaseback
Transaction) in one transaction or a series of related transactions by the Company or any of its Restricted Subsidiaries or Regulated
Subsidiaries to any Person other than the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries of:
(1) all or any of the Common Stock of any Regulated Subsidiary that constitutes a Significant Subsidiary, or
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2006. EDGAR Online, Inc.