eTrade 2005 Annual Report Download - page 437

otherwise be issuable as, Subordinated Notes in certificated form. Unless and until such Global Subordinated Note is exchanged for
Subordinated Notes in certificated form, Global Subordinated Notes may be transferred, in whole but not in part, and any payments on
the Subordinated Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or
approved by the Company or to a nominee of such successor Depositary.
Section2.05
Interest
. (a)The Subordinated Notes will bear interest initially at the rate of 6.125%per year (the “
Coupon Rate
”) from and
including November22, 2005 to, but excluding, the Maturity Date, or in the event of a Successful Remarketing, the Purchase Contract
Settlement Date. In the event of a Successful Remarketing of the Subordinated Notes, the Coupon Rate will be reset by the
Remarketing Agent to the Reset Rate with effect from the Purchase Contract Settlement Date, as set forth in Section8.03. If the Coupon
Rate is so reset, the Subordinated Notes will bear interest at the Reset Rate from and including the Purchase Contract Settlement Date
to, but excluding, the Maturity Date. The Subordinated Notes shall bear interest, to the extent permitted by law, on any overdue
principal and interest at the Coupon Rate, unless a Successful Remarketing shall have occurred, in which case interest on such
amounts shall accrue at the Reset Rate from and after the Purchase Contract Settlement Date, in each case, compounded quarterly
through the Purchase Contract Settlement Date and compounded semi-annually, thereafter.
(b) (i)Prior to and on the Purchase Contract Settlement Date, interest on the Subordinated Notes shall be payable quarterly in arrears
on February18,May18,August18 and November18 of each year (each, a “
Quarterly Interest Payment Date
”), commencing
February18, 2006, to the Person in whose name the relevant Subordinated Notes are registered at the close of business on the Record
Date for such Interest Payment Date.
(ii) After the Purchase Contract Settlement Date and following a successful Remarketing, interest on the Subordinated Notes shall be
payable semi-annually in arrears on May18 and November18 of each year (each, a “
Semiannual Interest Payment Date
”),
commencing May18, 2009, to the Person in whose name the relevant Subordinated Notes are registered at the close of business on the
Record Date for such Interest Payment Date.
(c) The amount of interest payable for any full Interest Period will be computed on the basis of a 360-day year consisting of twelve
30-day months. The amount of interest payable for any period shorter than a full Interest Period for which interest is computed will be
computed on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per
30-day month. In the event that any scheduled Interest Payment Date falls on a day that is not a Business Day, then payment of
interest payable on such Interest Payment Date will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay).
Section2.06
Interest Deferral
(a) Notwithstanding the provisions of Section2.05 or any other provision herein to the contrary, the
Company shall have the right, in its sole and absolute discretion at any time and from time to time while the Subordinated Notes are
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2006. EDGAR Online, Inc.