eTrade 2005 Annual Report Download - page 499

more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged
portion of the canceled Certificated Note, registered in the name of the Holder thereof.
Section2.10.
Restrictions on Transfer and Exchange
. The transfer or exchange of any Note (or a beneficial interest therein) may only
be made in accordance with Section2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and
procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the
preceding sentence.
ARTICLE III
R
EDEMPTION
; O
FFER
T
O
P
URCHASE
Section3.01.
Optional Redemption.
At any time and from time to time on or after December1, 2010, the Company may redeem the Notes,
in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest
to the redemption date.
12-.month period
commencing
December1,
Percentage
2010
103.938
%
2011
102.625
%
2012
101.313
%
2013 and thereafter
100.000
%
Section3.02.
Redemption with Proceeds of Public Equity Offering
. At any time and from time to time prior to December1, 2008, the
Company may redeem Notes with the Net Cash Proceeds received by the Company from one or more sales of its Capital Stock (other
than Disqualified Stock) at a redemption price equal to 107.875% of the principal amount plus accrued and unpaid interest,
provided
that at least 65% of the aggregate principal amount of Notes originally issued on the Closing Date remains outstanding after each such
redemption and notice of any such redemption is mailed within 90 days of each such sale of Capital Stock.
Section3.03.
Method and Effect of Redemption
(a) If the Company elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be
redeemed by delivering an Officers’ Certificate not less than 15 days nor more than 90 days before the redemption date. If fewer than all
of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the
notice of redemption is given to the Trustee, and the Trustee will select the Notes for redemption (1)in compliance with the
requirements of the principal national securities exchange, if any, on which the Notes are listed, or, (2)if the
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