eTrade 2005 Annual Report Download - page 507

payment to the Notes or any Note Guarantee including premium, if any, and accrued interest, with the proceeds of, or in exchange for,
Indebtedness Incurred under clause (3)of the second paragraph of part (a)of Section4.03;
(3) the repurchase, redemption or other acquisition of Capital Stock of the Company, a Subsidiary Guarantor, a Restricted Subsidiary or
a Regulated Subsidiary (or options, warrants or other rights to acquire such Capital Stock) or a dividend on such Capital Stock in
exchange for, or out of the proceeds of a capital contribution or a substantially concurrent offering of, shares of Capital Stock (other
than Disqualified Stock) of the Company (or options, warrants or other rights to acquire such Capital Stock);
provided
that such
options, warrants or other rights are not redeemable at the option of the holder, or required to be redeemed, in each case other than in
connection with a Change of Control of the Company (provided that prior to any such repurchase, redemption or other acquisition in
connection with a change of control, the Company has made an Offer to Purchase and purchased all Notes, 2013 Notes and 2011 Notes
validly tendered for payment in accordance with Section4.12), prior to the respective Stated Maturity of the Notes, 2013 Notes and
2011 Notes;
(4) the making of any principal payment or the repurchase, redemption, retirement, defeasance or other acquisition for value of
Indebtedness which is subordinated in right of payment to the Notes or any Note Guarantee in exchange for, or out of the proceeds of
a capital contribution or a substantially concurrent offering of, shares of the Capital Stock (other than Disqualified Stock) of the
Company (or options, warrants or other rights to acquire such Capital Stock);
provided
that such options, warrants or other rights are
not redeemable at the option of the holder, or required to be redeemed, in each case other than in connection with a Change of Control
of the Company (provided that prior to any such repurchase, redemption or other acquisition in connection with a change of control,
the Company has made an Offer to Purchase and purchased all Notes, 2013 Notes and 2011 Notes validly tendered for payment in
accordance with Section4.12), prior to the respective Stated Maturity of the Notes, 2013 Notes and 2011 Notes;
(5) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation,
merger or transfer of assets of the Company, any Restricted Subsidiary or any Regulated Subsidiary and that, in the case of the
Company, comply with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of
the property and assets of the Company;
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2006. EDGAR Online, Inc.