eTrade 2005 Annual Report Download - page 278

Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Cash Merger
Early Settlement; and
(C) if so required under the Securities Act, a Prospectus as contemplated by this Section5.04(b)(ii).
The Corporate Units or the Treasury Units of the Holders who do not elect Cash Merger Early Settlement in accordance with the
foregoing will continue to remain outstanding and be subject to settlement on the Purchase Contract Settlement Date in accordance
with the terms hereof.
(c) All calculations and determinations pursuant to this Section5.04 shall be made by the Company or its agent and the Purchase
Contract Agent shall have no responsibility with respect to this Agreement.
Section5.05
Notice of Adjustments and Certain Other Events
. (a)Whenever the Fixed Settlement Rates are adjusted as herein
provided, the Company shall within 10 Business Days following the occurrence of an event that requires an adjustment to each Fixed
Settlement Rate pursuant to Section5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so
aware):
(i) compute each adjusted Fixed Settlement Rate in accordance with Section5.04 and prepare and transmit to the Purchase Contract
Agent an Officers’ Certificate setting forth each Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the
facts requiring such adjustment and upon which such adjustment is based; and
(ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting
forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed
Settlement Rate.
(b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any
facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any
such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully
authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section5.05(a)(i) and any adjustment contained
therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received
such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of
any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any
Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent
shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a
Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.
Section5.06
Termination Event; Notice
.
The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder and the rights and obligations of
Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by
any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination
Event shall have occurred.
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2006. EDGAR Online, Inc.