eTrade 2005 Annual Report Download - page 267

(vii) The Company agrees to use its commercially reasonable efforts to ensure that, if required by applicable law, (x)a registration
statement, including a prospectus, under the Securities Act with regard to the full amount of the Subordinated Notes to be remarketed
in each Remarketing in each case in a form that may be used by the Remarketing Agent in connection with such Remarketing shall be
effective with the Securities and Exchange Commission and (y)to make available copies of such prospectus.
(viii) The Company shall issue a press release and cause a notice of any Failed Final Remarketing to be published on its website (with a
copy of such notice to be provided to the Purchase Contract Agent) before 9:00 a.m. New York City time on the Business Day
immediately following such Failed Final Remarketing. The press release to be issued under this subsection shall be published by
making a timely release to an appropriate news agency such as Bloomberg Business News or the Dow Jones News Service.
(c) In the case of a Treasury Unit or a Corporate Unit (if Applicable Ownership Interests in the Treasury Portfolio have replaced the
Applicable Ownership Interests in Subordinated Notes as a component of such Corporate Unit), upon the maturity of the Pledged
Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio held by the Securities
Intermediary on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the
Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio received by the Securities
Intermediary shall be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the
Purchase Price for all related Purchase Contracts shall be remitted to the Company as payment of such Holder’s Obligations under
such Purchase Contracts without receiving any instructions from the Holder. In the event the sum of the Proceeds from either the
related Pledged Treasury Securities or the related Pledged Applicable Ownership Interests in the Treasury Portfolio and the Proceeds
from such Permitted Investments is in excess of the aggregate Purchase Price, the Collateral Agent shall cause the Securities
Intermediary to distribute such excess, when received by the Securities Intermediary, to the Purchase Contract Agent for the benefit of
the Holder of the related Treasury Units or Corporate Units, as applicable.
(d) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early
Settlement, Cash Merger Early Settlement or Cash Settlement or terminated upon a Termination Event, are payable solely out of the
proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will Holders be liable for any deficiency
between the proceeds of the disposition of Collateral and the Purchase Price.
(e) The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any
certificates thereof to the Holder of the related Units unless the Company shall have received payment for the Common Stock to be
purchased thereunder in the manner herein set forth.
Section5.03
Issuance of Shares of Common Stock
. Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement
shall have occurred, subject to Section5.04(b), on the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price
payable on all Outstanding Units in accordance with Section5.02 above, the Company shall issue and deposit with the
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2006. EDGAR Online, Inc.