eTrade 2005 Annual Report Download - page 439

Company that rank equally with or junior to the Subordinated Notes (other than with respect to the Company’s 6% Convertible
Subordinated Notes due 2007).
The provisions of this Section2.06(c) shall not prevent the Company from engaging in any of the following transactions:
(i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock in connection with (1)any employment
contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants
or independent contractors, (2)a dividend reinvestment or stockholder purchase plan, or (3)the issuance of the Company’s capital
stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into
prior to the applicable Event of Default, Default or extension period, as the case may be;
(ii) any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of the
Company’s subsidiaries, for any other class or series of the Company’s capital stock, or of any class or series of the Company’s
indebtedness for any class or series of the Company’s capital stock;
(iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock pursuant to the
conversion or exchange provisions of such capital stock or the securities being converted or exchanged; and
(iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights
plan, or the redemption or repurchase of rights pursuant thereto; or any dividend in the form of stock, warrants, options or other rights
where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which
the dividend is being paid or ranks equally with or junior to such stock.
(d) All accrued and unpaid interest, including interest thereon, will be due and payable on the earlier of the Purchase Contract
Settlement Date or the Redemption Date for any Subordinated Note and may not be further deferred. The Company may defer
payments of interest for subsequent periods, subject to the other requirements specified herein, until the Maturity Date of the
Subordinated Notes. Deferred payments of interest to which holders are entitled will accrue additional interest from the relevant
Interest Payment Date during any deferral period, at the rate of 6.125%, unless a Successful Remarketing shall have occurred, in which
case interest on such deferred payments of interest 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.
(e) At the end of a Deferral Period, and as a condition to the Company’s release from the limitations under Section2.06(c) hereunder,
the Company must pay all interest then accrued and unpaid, together with interest on the accrued and unpaid interest, to the extent
permitted by applicable law.
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2006. EDGAR Online, Inc.