eTrade 2005 Annual Report Download - page 291

(e) reduce the percentage of the outstanding Purchase Contracts whose Holder’s consent is required for any modification or
amendment to the provisions of this Agreement or the Purchase Contracts;
provided
that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units,
then only the affected class of Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on such
amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a
majority of such class; and
provided
, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of
such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a)through (e)of this
Section8.02.
It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Section8.03
Execution of Supplemental Agreements
. In executing, or accepting the additional agencies created by any supplemental
agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Purchase Contract
Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent shall be protected, and (subject to Section7.01 with
respect to the Purchase Contract Agent) shall be fully authorized and protected in relying upon, an Officers’ Certificate and an Opinion
of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement and that any and
all conditions precedent to the execution and delivery of such supplemental agreement have been satisfied. The Purchase Contract
Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may, but shall not be obligated to, enter into any
such supplemental agreement which affects their own rights, duties or immunities under this Agreement or otherwise.
Section8.04
Effect of Supplemental Agreements
. Upon the execution of any supplemental agreement under this Article, this Agreement
shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and
every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be
bound thereby.
Section8.05
Reference to Supplemental Agreements
. Certificates authenticated, executed on behalf of the Holders and delivered after
the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Purchase Contract Agent, bear a
notation in form approved by the Purchase Contract Agent as to any matter provided for in such supplemental agreement. If the
Company shall so determine, new Certificates so modified as to conform, in the opinion of the Purchase Contract Agent and the
Company, to any such supplemental agreement may be prepared and executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Purchase Contract Agent in exchange for outstanding Certificates.
ARTICLE 9
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section9.01
Covenant Not To Consolidate, Merge, Convey, Transfer or Lease Property except under Certain Conditions
. The
Company covenants that it will not merge or consolidate with any other Person or sell, convey, transfer, or otherwise dispose of all or
substantially all of its assets to any other Person, unless:
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2006. EDGAR Online, Inc.