eTrade 2005 Annual Report Download - page 467

“
Agent Member
” means a member of, or a participant in, the Depositary.
“
Asset Acquisition
” means (1)an investment by the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries in any
other Person pursuant to which such Person shall become a Restricted Subsidiary or a Regulated Subsidiary or shall be merged into or
consolidated with the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries; provided that such Person’s primary
business is a Related Business or (2)an acquisition by the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries of
the property and assets of any Person other than the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries that
constitute substantially all of a division or line of business of such Person that is a Related Business.
“
Asset Sale
” means any sale, transfer or other disposition (including by way of merger, consolidation or Sale-Leaseback Transaction)
in one transaction or a series of related transactions by the Company or any of its Restricted Subsidiaries to any Person other than the
Company or any of its Restricted Subsidiaries or Regulated Subsidiaries of:
(1) all or any of the Capital Stock of any Restricted Subsidiary;
(2) all or substantially all of the property and assets of an operating unit or business of the Company or any of its Restricted
Subsidiaries; or
(3) any other property and assets (other than the Capital Stock or other Investment in an Unrestricted Subsidiary) of the Company or
any of its Restricted Subsidiaries outside the ordinary course of business of the Company or such Restricted Subsidiary and,
in each case, that is not governed by the provisions of the Indenture applicable to mergers, consolidations and sales of assets of the
Company; provided that “Asset Sale” shall not include:
(a) sales or other dispositions of Investment Securities, inventory, receivables and other current assets;
(b) sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made
under Section4.04;
(c) sales, transfers or other dispositions of assets with a fair market value not in excess of $2.5 million in any transaction or series of
related transactions;
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