eTrade 2005 Annual Report Download - page 511

assuming or suffering to exist any Liens otherwise permitted in Section4.09 or (2)restricting the sale or other disposition of property or
assets of the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries that secure Indebtedness of the Company or any
of its Restricted Subsidiaries or Regulated Subsidiaries.
Section4.06.
Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries or Regulated Subsidiaries
. The
Company will not sell, and will not permit any Restricted Subsidiary or Regulated Subsidiary, directly or indirectly, to issue or sell, any
shares of Capital Stock of a Restricted Subsidiary or Regulated Subsidiary (including options, warrants or other rights to purchase
shares of such Capital Stock) except:
(1) (i)with respect to the capital stock of a Restricted Subsidiary, to the Company or a Wholly Owned Restricted Subsidiary or, (ii)in the
case of Regulated Subsidiary, to the Company, a Wholly Owned Restricted Subsidiary or a Wholly Owned Regulated Subsidiary;
(2) issuances of director’s qualifying shares or sales to foreign nationals of shares of Capital Stock of foreign Restricted Subsidiaries,
to the extent required by applicable law;
(3) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted
Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be
made under Section4.04 if made on the date of such issuance or sale;
(4) (i)sales of Common Stock (including options, warrants or other rights to purchase shares of such Common Stock but excluding
Disqualified Stock) of a Restricted Subsidiary or a Regulated Subsidiary by the Company, a Restricted Subsidiary or a Regulated
Subsidiary, provided that the Company or such Restricted Subsidiary or Regulated Subsidiary applies the Net Cash Proceeds of any
such sale in accordance with clause (A)or (B)of Section4.11 and (ii)issuances of Preferred Stock of a Restricted Subsidiary if such
Restricted Subsidiary would be entitled to Incur such Indebtedness under Section4.03; or
(5) sales of Capital Stock, other than Common Stock, by a Regulated Subsidiary or a Subsidiary of such Regulated Subsidiary, the
proceeds of which are invested in the business of such Regulated Subsidiary.
Section4.07.
Future Subsidiary Guarantees.
The Company will not permit any Restricted Subsidiary or Regulated Subsidiary, directly
or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company or any Restricted Subsidiary (other than a
Foreign Subsidiary), unless (a)such
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2006. EDGAR Online, Inc.