eTrade 2005 Annual Report Download - page 446

Section8.04
Failed Remarketing
. If, by 4:00 p.m., New York City time, on any Remarketing Date, despite using reasonable efforts, the
Remarketing Agent is unable to remarket all of the Remarketed Subordinated Notes at the Remarketing Price pursuant to the terms and
conditions hereof and of the Remarketing Agreement or the Remarketing has not occurred because a condition precedent to the
Remarketing has not been fulfilled, a Failed Remarketing shall be deemed to have occurred.
Section8.05
Put Right
.
(a) Subject to paragraph (b)hereof, if there has not been a Successful Remarketing on or prior to the Final Remarketing Date, holders of
Subordinated Notes will, subject to this Section8.05, have the right (the “
Put Right
”) to require the Company to purchase such
Subordinated Notes on the Purchase Contract Settlement Date, at a price per Subordinated Note equal to the principal amount of the
applicable Subordinated Note (the “
Put Price
”).
(b) The Put Right of holders of Applicable Ownership Interests in Subordinated Notes that are part of Corporate Units will be deemed
to be automatically exercised unless such holders (1)prior to 5:00 p.m., New York City time, on the second Business Day immediately
preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the
related Purchase Contract with separate cash, and (2)on or prior to 5:00 p.m., New York City time, on the Business Day prior to the
Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the
Purchase Contract Agreement. Holders that satisfy conditions (1)and (2)above shall be deemed to have elected to pay the Purchase
Price for the shares of Common Stock to be issued under the related Purchase Contract from the proceeds of the Put Right in full
satisfaction of such holders’ obligations under the Purchase Contracts.
(c) The Put Right of a holder of a Separate Subordinated Note shall only be exercisable upon delivery of a notice to the Trustee by
such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the
Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to
pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Subordinated Notes with respect to which a
holder has exercised a Put Right. In exchange for any Separate Subordinated Notes surrendered pursuant to the Put Right, the Trustee
shall distribute the Put Price to the holders of such Separate Subordinated Notes.
ARTICLE IX
ADDITIONAL EVENTS OF DEFAULT
Section9.01
Additional Events of Default
. In addition to the events listed as Events of Default in Section5.01 of the Base Indenture,
the following shall be additional Events of Default with respect to the Subordinated Notes:
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2006. EDGAR Online, Inc.