eTrade 2005 Annual Report Download - page 266

(A) on the Purchase Contract Settlement Date, instruct the Securities Intermediary to Transfer the Subordinated Notes underlying
Pledged Applicable Ownership Interests in Subordinated Notes to the Remarketing Agent upon confirmation of deposit by the
Remarketing Agent of the Proceeds of such Remarketing attributable to such Subordinated Notes in the Collateral Account; and
(B) on the Purchase Contract Settlement Date, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to
remit a portion of such Proceeds equal to the aggregate principal amount of such Subordinated Notes to satisfy in full the Obligations
of Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, and to
remit the balance of such Proceeds, if any, to the Purchase Contract Agent for distribution to Holders.
On the Purchase Contract Settlement Date, the Company shall pay the Remarketing Fee to the Remarketing Agent in accordance with
the Remarketing Agreement. With respect to the remarketed Separate Subordinated Notes, upon a Successful Remarketing, any
proceeds of the Successful Remarketing attributable to the Separate Subordinated Notes will be remitted to the Custodial Agent for
payment on the Purchase Contract Settlement Date to the holders of Separate Subordinated Notes who submitted such Separate
Subordinated Notes for remarketing pursuant hereto.
(v) Following a Failed Remarketing on the Final Remarketing Date (a “
Failed Final Remarketing
”), as of the Purchase Contract
Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Subordinated Notes, unless such Holder has delivered
the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 5:00 p.m. (New York City time) on the
second Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified
or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary, shall be
deemed to have exercised such Holder’s Put Right with respect to the Subordinated Notes underlying such Pledged Applicable
Ownership Interests in Subordinated Notes and to have elected to have the Proceeds of the Put Right set-off against such Holder’s
obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts in
full satisfaction of such Holders’ obligations under such Purchase Contracts. Following such set-off, each such Holder’s obligations
to pay the Purchase Price for the shares of Common Stock will be deemed to be satisfied in full, and the Collateral Agent shall cause
the Securities Intermediary to release the Subordinated Notes underlying such Pledged Applicable Interests in Subordinated Notes
from the Collateral Account and shall promptly transfer such Subordinated Notes to the Company.
(vi) Not later than 20 Business Days prior to the Initial Remarketing Date, the Company shall request the Depositary or its nominee to
notify the Beneficial Owners or Depositary Participants holding Units and Separate Subordinated Notes of the procedures to be
followed in each Remarketing including, in the case of a Failed Final Remarketing, the procedures that must be followed by a holder of
Separate Subordinated Notes if such Holder wishes to exercise its Put Right or by a Holder if such Holder elects not to exercise its Put
Right.
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2006. EDGAR Online, Inc.