ServiceMagic 2012 Annual Report Download - page 155

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disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.
“ Preferred Stock ” means, with respect to any Person, any and all preferred or preference stock or other equity
interests (however designated) of such Person whether now outstanding or issued after the Issue Date.
“ principal ” means, with respect to the Notes, the principal of, and premium, if any, on the Notes.
“ Purchase Agreement ” means (1) with respect to the Notes issued on the Issue Date, the Purchase Agreement
dated December 18, 2012 among the Issuer, the Guarantors and J.P. Morgan Securities LLC, as representative of the Initial
Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among
the Issuer, the Guarantors and the Persons purchasing such Additional Notes.
“ Purchase Money Indebtedness ” means Indebtedness, including Capitalized Lease Obligations, of the Issuer or
any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment
used in the business of the Issuer or any Restricted Subsidiary or the cost of installation, construction or improvement thereof;
provided, however
, that (A) such Indebtedness is comprised of Capitalized Lease Obligations or (B)(1) the amount of such
Indebtedness shall not exceed such purchase price or cost and (2) such Indebtedness shall be incurred within 90 days after such
acquisition of such asset by the Issuer or such Restricted Subsidiary or such installation, construction or improvement.
“ Qualified Equity Interests ” of any Person means Equity Interests of such Person other than Disqualified Equity
Interests. Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Issuer.
“ Qualified Institutional Buyer ” or “ QIB ” has the meaning specified in Rule 144A promulgated under the
Securities Act.
“ Rating Agencies ” means (1) each of Moody’s and Standard & Poor’s; and (2) if any of Moody’s or Standard &
Poor’s ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a
“nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act,
that the Issuer selects (as certified by an Officer of the Issuer) as a replacement agency for Moody’s or Standard & Poor’s, or both
of them, as the case may be.
“ redeem ” means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for
value; and “ redemption ” shall have a correlative meaning; provided that this definition shall not apply for purposes of Article
Three and paragraph 6 of the Notes.
“ Redemption Date ”
when used with respect to any Note to be redeemed means the date fixed for such redemption
pursuant to the terms of the Notes.
“ Reference Treasury Dealer ”
means any primary U.S. Government securities dealer in New York City selected by
the Issuer.