eTrade 2005 Annual Report Download - page 241

Section1.03
Form of Documents Delivered to Purchase Contract Agent.
In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows,
or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon
which its certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters
are erroneous.
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.
Section1.04
Acts of Holders; Record Dates
. (a)Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Purchase Contract
Agent and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “
Act
” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and
(subject to Section7.01) conclusive in favor of the Purchase Contract Agent and the Company, if made in the manner provided in this
Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Purchase
Contract Agent deems sufficient.
(c) The ownership of Units shall be proved by the Security Register.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Unit shall bind every
future Holder of the same Unit and the Holder of every Certificate evidencing such Unit issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Purchase Contract Agent
or the Company in reliance thereon, whether or not notation of such action is made upon such Certificate.
(e) The Company may set any date as a record date for the purpose of determining the Holders of Outstanding Units entitled to give,
make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this
Agreement to be given, made or taken by Holders. If any record date is set pursuant to this paragraph, the Holders of the Outstanding
Corporate Units and the Outstanding Treasury Units, as the case may be, on such record date, and no other Holders, shall be entitled
to take the relevant action with respect to the Corporate Units or the Treasury Units, as the case may be, whether or not such Holders
remain Holders after such record date;
provided
that no such action shall be effective hereunder unless taken prior to or on the
applicable Expiration Date by Holders of the requisite number of Outstanding Units on such record date. Nothing contained in this
paragraph shall be construed to prevent the Company from setting a new record date for
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2006. EDGAR Online, Inc.