eTrade 2005 Annual Report Download - page 311

(REVERSE OF CORPORATE UNIT CERTIFICATE)
Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of November22, 2005
(as may be supplemented from time to time, the “
Purchase Contract and Pledge Agreement
”), between the Company and The Bank
of New York, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact
for the holders of Corporate Units and Treasury Units from time to time, to which Purchase Contract and Pledge Agreement and
supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the
Corporate Units Certificates are, and are to be, executed and delivered.
Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to
sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount, a number of shares of Common Stock equal to the
Settlement Rate, unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which
such Purchase Contract is a part shall have occurred. The Settlement Rate is subject to adjustment as described in the Purchase
Contract and Pledge Agreement.
No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section5.08 of the
Purchase Contract and Pledge Agreement.
Each Purchase Contract evidenced hereby that is settled through Early Settlement or Cash Merger Early Settlement shall obligate the
Holder of the related Corporate Units to purchase at the Purchase Price, and the Company to sell, a number of newly issued shares of
Common Stock equal to the Minimum Settlement Rate (in the case of an Early Settlement) or applicable Settlement Rate (in the case of a
Cash Merger Early Settlement).
In accordance with the terms of the Purchase Contract and Pledge Agreement, unless a Termination Event shall have occurred, the
Holder of this Corporate Units Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby by effecting a Cash Settlement, an Early Settlement or, if applicable, a Cash Merger Early
Settlement or from the proceeds of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i)of the
definition of such term) or a Remarketing of the Subordinated Notes underlying the Pledged Applicable Ownership Interests in
Subordinated Notes. Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in
Subordinated Notes as a component of Corporate Units, a Holder of Corporate Units who (1)does not, on or prior to 5:00 p.m. (New
York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date make an effective Cash
Settlement in the manner provided in the Purchase Contract and Pledge Agreement or (2)on or prior to 5:00 p.m. (New York City time)
on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (in the case of Corporate Units, unless a
Special Event Redemption has occurred) or the second Business Day immediately preceding the Purchase Contract Settlement Date (in
the case of Corporate Units after the occurrence of a Special Event Redemption), does not make an effective Early Settlement, shall pay
the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds of the sale
of the Subordinated Notes underlying the Pledged Applicable Ownership Interests in Subordinated Notes held by the Collateral Agent
in the Remarketing unless the Holder has previously made a Cash Merger Early Settlement. If the Treasury Portfolio has replaced the
Subordinated Notes as a component of Corporate Units, a Holder of Corporate Units shall pay the Purchase Price for the shares of
Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i)of the definition of such term.
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2006. EDGAR Online, Inc.