eTrade 2005 Annual Report Download - page 487

(2) all or substantially all of the property and assets of an operating unit or business of any Regulated Subsidiary that constitutes a
Significant Subsidiary,
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 “Regulated Sale” shall not include an issuance, sale, transfer or other disposition of Capital Stock by a
Regulated Subsidiary to the Company, a Wholly Owned Restricted Subsidiary or a Wholly Owned Regulated Subsidiary.
“
Regulated Subsidiary
” means a Broker Dealer Regulated Subsidiary, a Bank Regulated Subsidiary or an Insurance Regulated
Subsidiary or any other Subsidiary subject to minimum capital requirements or other similar material regulatory requirements imposed
by applicable regulatory authorities.
“
Related Business
” means any financial services business which is the same as or ancillary or complementary to any business of the
Company and its Restricted Subsidiaries and Regulated Subsidiaries that is being conducted on the Closing Date, including, but not
limited to, activities under Section4(k) of the Bank Holding Company Act, as amended, or Section10 of the Home Owners’ Loan Act, as
amended, broker-dealer services, insurance, investment advisory services, specialist and other market making activities, trust services,
underwriting and the creation of and offers and sales of interests in mutual funds.
“
Replacement Assets”
means, on any date, property or assets (other than current assets) of a nature or type or that are used in a
business (or an Investment in a company having property or assets of a nature or type, or engaged in a business) similar or related to
the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on such date.
“
Responsible Officer
” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the
Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer
of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this Indenture.
“
Restricted Subsidiary
” means any Subsidiary of the Company other than an Unrestricted Subsidiary, or a Regulated Subsidiary.
“
Sale-Leaseback Transaction
” means, with respect to any Person, an arrangement whereby such Person sells or transfers property
and then or thereafter leases such property or any substantial part thereof which such Person intends to use for substantially the same
purpose or purposes as the property sold or transferred, provided that for purposes of this definition, “property” shall not include
Investment Securities.
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2006. EDGAR Online, Inc.