eTrade 2005 Annual Report Download - page 246

Section3.03
Execution, Authentication, Delivery and Dating
. Subject to the provisions of Section3.13 and Section3.14 hereof, upon
the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates
executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together
with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order
shall authenticate, execute on behalf of the Holders and deliver such Certificates.
The Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, its Chief Executive Officer, its
President, its Treasurer or one of its Vice Presidents. The signature of any of these officers on the Certificates may be manual or
facsimile.
Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication
and delivery of such Certificates or did not hold such offices at the date of such Certificates.
No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the
manual signature of an authorized officer of the Purchase Contract Agent, as such Holder’s attorney-in-fact. Such signature by an
authorized officer of the Purchase Contract Agent shall be conclusive evidence that the Holder of such Certificate has entered into the
Purchase Contracts evidenced by such Certificate.
Each Certificate shall be dated the date of its authentication.
No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on
such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the
Purchase Contract Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.
Section3.04
Temporary Certificates
. Pending the preparation of definitive Certificates, the Company may execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of
such definitive Certificates, temporary Certificates which are in substantially the form set forth in Exhibit A or Exhibit B hereto, as the
case may be, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Corporate Units or Treasury
Units, as the case may be, are listed, or as may, consistently herewith, be determined by the officers of the Company executing such
Certificates, as evidenced by their execution of the Certificates.
If temporary Certificates are issued, the Company will cause definitive Certificates to be prepared without unreasonable delay. After
the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of
the temporary Certificates at the Corporate Trust Office, at the expense of the Company and without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Certificates, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or
more definitive Certificates of like tenor and denominations and evidencing a like number of Units as the temporary Certificate or
Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the
same obligations with respect to the Units evidenced thereby as definitive Certificates.
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2006. EDGAR Online, Inc.