eTrade 2007 Annual Report Download - page 166

(q) “Failure Notice” shall mean a written communication from E*TRADE Securities to the Company, which is explicitly
identified as a Failure Notice, and which states E*TRADE Securities’ reasonable belief that the Company’s execution performance has
been unsatisfactory.
(r) “Governmental Entity” shall mean any court, administrative agency or commission or other governmental, prosecutorial
or regulatory authority or instrumentality or SRO.
(s) “Insolvency Event” shall mean any of the following: (i) a court or Governmental Entity having jurisdiction shall have
entered a decree or order for relief in respect of a Party in an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or shall have appointed a receiver, liquidator, trustee (or similar official) for a Party or for any
substantial part of its or their property or ordered the winding up or liquidation of its affairs, or (ii) there shall have been commenced
against a Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any
case, proceeding or other action for the appointment of a receiver, liquidator, trustee (or similar official) for a Party or for any
substantial part of its or their property or for the winding up or liquidation of its or their affairs, and such involuntary case or other
case, proceeding or other action shall remain undismissed or undischarged for a period of sixty (60) consecutive calendar days
following the filing date thereof or (iii) a Party shall have commenced a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consented to the entry of an order for relief in an involuntary case under any such law,
or consented to the appointment or taking possession by a receiver, liquidator, trustee (or similar official) for a Party or for any
substantial part of its or their property or made any general assignment for the benefit of creditors.
(t) “Legal Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal,
administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought,
conducted or heard by or before, or otherwise involving, any court or other Governmental Entity or any arbitrator or arbitration panel.
(u) “Legal Requirements” shall mean any national, state, local or similar laws (whether under statute, rule, regulation or
otherwise); requirements of Governmental Entities (including any requirement imposed by the Securities and Exchange Commission
or any SRO of which a Party is a member); federal and state privacy, confidentiality, consumer protection, advertising, electronic mail
and data security laws and regulations, whether in effect now or in the future; and requirements under permits, orders, decrees or
directives that are binding on the Person in question.
(v) “Material Legal Shift” shall mean any Legal Requirement that does not exist as of the date of this Agreement (whether
by reason of the adoption,
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