eTrade 2005 Annual Report Download - page 272

(excluding any dividend or distribution in connection with the liquidation, dissolution or termination of the Company), then each Fixed
Settlement Rate will be adjusted by multiplying each Fixed Settlement Rate in effect immediately prior to the close of business on the
record date with respect to such dividend or distribution by a fraction of which,
(A) the numerator is the Current Market Price on the date fixed for the determination of stockholders entitled to receive such
distribution; and
(B) the denominator is such Current Market Price,
minus
the amount per share of such dividend or distribution,
such adjustment to each Fixed Settlement Rate to be effective immediately prior to the opening of business on the Business Day
following the date fixed for the determination of stockholders entitled to receive such distribution; and
provided further
that if the
portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price on the
date fixed for the determination of stockholders entitled to receive such distribution, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder shall have the right to receive upon settlement the amount of cash such Holder would
have received had such Holder settled each Purchase Contract on the date fixed for such determination as if the Purchase Contract
Settlement Date were such date fixed for such determination.
(vi) In case a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Common
Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to
stockholders of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of Directors) that as of the last time at which tenders or
exchanges may be made pursuant to such tender or exchange offer (as it may be amended) (the “
Expiration Time
”) exceeds the
Closing Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time, each Fixed Settlement Rate shall be
increased so that the same shall equal the rate determined by multiplying each Fixed Settlement Rate in effect immediately prior to the
Expiration Time by a fraction of which,
(A) the numerator shall be equal to the sum of (1)the fair market value, as determined by the Board of Directors (as described above in
this Section5.04(a)(vi)), of the aggregate consideration payable for all shares of Common Stock that the Company or a subsidiary of the
Company, as the case may be, purchased in such tender or exchange offer (the “
Purchased Shares
”) and (2)the product of the
number of shares of Common Stock outstanding, less any Purchased Shares, and the Closing Price of the Common Stock on the
Trading Day next succeeding the Expiration Time, and
(B) the denominator shall be equal to the product of the number of shares of Common Stock outstanding, including the Purchased
Shares, and the Closing Price of the Common Stock on the Trading Day next succeeding the Expiration Time,
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2006. EDGAR Online, Inc.