eTrade 2005 Annual Report Download - page 262

A “
Trading Day
” means a day on which the Common Stock (i)is not suspended from trading on any national or regional securities
exchange or association or over-the-counter market at the close of business and (ii)has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.
(b) Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance of such Unit:
(i) irrevocably authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contract on its behalf and in its
name as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder);
(ii) agrees to be bound by the terms and provisions of such Unit, including but not limited to the terms and provisions of the Purchase
Contract;
(iii) covenants and agrees to perform its obligations under this Agreement and such Purchase Contract for so long as such Holder
remains a Holder of a Corporate Unit or a Treasury Unit;
(iv) consents to the provisions hereof;
(v) irrevocably authorizes the Purchase Contract Agent to enter into and perform this Agreement on its behalf and in its name as its
attorney-in-fact; and
(vi) consents to, and agrees to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral, including the
Applicable Ownership Interests in Subordinated Notes and the Applicable Ownership Interests in the Treasury Portfolio (as specified
in clause (i)of the definition of such term) or the Treasury Securities pursuant to this Agreement, and the delivery of the Subordinated
Notes underlying such Applicable Ownership Interests in Subordinated Notes by the Purchase Contract Agent to the Collateral
Agent;
provided
that upon a Termination Event, the rights of the Holder of such Units under the Purchase Contract may be enforced without
regard to any other rights or obligations.
(c) Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof, further covenants and agrees that to the extent and
in the manner provided in Section5.02 hereof, but subject to the terms thereof, on the Purchase Contract Settlement Date, Proceeds of
the Pledged Applicable Ownership Interests in Subordinated Notes, the Pledged Applicable Ownership Interests in the Treasury
Portfolio or the Pledged Treasury Securities, as applicable, equal to the Purchase Price shall be paid by the Collateral Agent to the
Company in satisfaction of such Holder’s obligations under such Purchase Contract and such Holder shall acquire no right, title or
interest in such Proceeds.
(d) Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of
such transferee) by the terms of this Agreement and the Purchase Contracts underlying such Certificate and the transferor shall be
released from the obligations under this Agreement and the Purchase Contracts underlying the Certificate so transferred. The
Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.
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2006. EDGAR Online, Inc.