eTrade 2005 Annual Report Download - page 277

Upon receipt of such Certificate and payment of such funds, the Purchase Contract Agent shall pay the Company from such funds the
related Purchase Price pursuant to the terms of the related Purchase Contracts, and notify the Collateral Agent that all the conditions
necessary for a Cash Merger Early Settlement by a Holder have been satisfied pursuant to which the Purchase Contract Agent has
received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Price.
Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth in the immediately preceding paragraph,
the Collateral Agent shall release from the Pledge, (1)the Subordinated Notes underlying the Pledged Applicable Ownership Interests
in Subordinated Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, in the case of a Holder of Corporate
Units or (2)the Pledged Treasury Securities, in the case of a Holder of Treasury Units, in each case with a Value equal to the product of
(x)the Stated Amount and (y)the number of Purchase Contracts as to which such Holder has elected to effect Cash Merger Early
Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Applicable Ownership Interests in the Treasury
Portfolio or Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes or Pledged Treasury
Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge
created hereby.
If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section5.04(b)(ii), the
Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:
(A) the kind and amount of securities, cash and other property receivable upon such Cash Merger by a Holder of the number of shares
of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately
prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a
Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common
Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind
or amount of securities, cash and other property receivable upon such Cash Merger (
provided
that if the kind or amount of securities,
cash and other property receivable upon such Cash Merger is not the same for each non-electing share, then for the purpose of this
Section5.04(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each non-electing
share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance
of doubt, for the purposes of determining the Applicable Market Value (in connection with determining the appropriate Settlement Rate
to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Purchase Contract
Settlement Date;
(B) the Subordinated Notes, the Applicable Ownership Interests in the Treasury Portfolio or
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