ServiceMagic 2012 Annual Report Download - page 140

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collectively, and either (a) such person or group is a Disqualified Person or (b) on any day until the date that is six months
after the date on which such person or group becomes such beneficial owner, the Issuer is rated by one of Moody’s or
Standard & Poor’s and the rating assigned by either of them is not an Investment Grade Rating;
(3) during any period of two consecutive years, individuals who at the beginning of such period constituted the
Board of Directors of the Issuer (together with any new directors whose election by the Board of Directors or whose
nomination for election by the equityholders of the Issuer was approved by a vote of the majority of the directors of the
Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority of the Issuer’
s Board of Directors then in
office; or
(4) the Issuer shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the
equityholders of the Issuer.
Notwithstanding the foregoing, a transaction in which the Issuer becomes a Subsidiary of another Person (other
than a Person that is an individual or a Permitted Holder) shall not constitute a Change of Control if the shareholders of the Issuer
immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, the same
proportion of voting power of the outstanding classes or series of the Issuer’s voting stock as such shareholders beneficially own
immediately following the consummation of such transaction.
For purposes of this definition, a Person shall not be deemed to have beneficial ownership of securities subject to a
stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such
agreement
“ Change of Control Payment Date ” has the meaning set forth in Section 4.20.
“ Change of Control Triggering Event ”
means the occurrence of both a Change of Control and a Below Investment
Grade Rating Event occurring in respect of that Change of Control.
“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the period from the relevant Redemption Date to December 15, 2017 that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to such period (“ Remaining Life ”).
“ Comparable Treasury Price ” means (1) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“ Consolidated Amortization Expense ” for any period means the amortization expense of the Issuer and its
Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
“ Consolidated Cash Flow ” for any period means, without duplication, the sum of the amounts for such period of