ServiceMagic 2012 Annual Report Download - page 157

S-23
“ Related Business ”
means any business in which the Issuer or any Restricted Subsidiary was engaged on the Issue
Date or any reasonable extension of such business and any business related, ancillary or complementary to any business of the
Issuer or any Restricted Subsidiary in which the Issuer or any Restricted Subsidiary was engaged on the Issue Date or any
reasonable extension of such business.
“ Responsible Officer ” when used with respect to the Trustee, means an officer or assistant officer assigned to the
corporate trust department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of
this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.
“ Restricted Note ” has the same meaning as “Restricted Security” set forth in Rule 144(a)(3) promulgated under
the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with
respect to whether any Note is a Restricted Note.
“ Restricted Payment ” means any of the following:
(1) the declaration or payment of any dividend or any other distribution on Equity Interests of the Issuer or any
Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving
the Issuer but excluding (a) dividends or distributions payable solely in Qualified Equity Interests or through accretion or
accumulation of such dividends on such Equity Interests and (b) dividends or distributions by a Restricted Subsidiary so
long as, in the case of any distribution or dividend payable on or in respect of any class or series of securities issued by a
Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at
least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of
securities;
(2) the purchase, redemption, defeasance or other acquisition of any Equity Interests of the Issuer, including,
without limitation, any payment in exchange for such Equity Interests in connection with any merger or consolidation
involving the Issuer but excluding any such Equity Interests held by the Issuer or any Restricted Subsidiary;
(3) any Investment other than a Permitted Investment; or
(4) any principal payment or redemption, repurchase, defeasance or other acquisition, in each case prior to the
scheduled maturity or prior to any scheduled repayment of principal or sinking fund payment, as the case may be, in respect
of Subordinated Indebtedness (other than any Subordinated Indebtedness (a) owed to and held by the Issuer or any
Restricted Subsidiary or (b) purchased in anticipation of anticipating of satisfying a sinking fund obligation, principal
installment or final maturity, in each case, due within one year of the date or purchase, repurchase or other acquisition).
“ Restricted Subsidiary ” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.
“ Rule 144 ” means Rule 144 promulgated under the Securities Act.
“ Rule 144A ” means Rule 144A promulgated under the Securities Act.