ServiceMagic 2012 Annual Report Download - page 171

S-37
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE.
Each certificate evidencing a Note offered in reliance on Regulation S shall, in addition to the foregoing, bear a
legend in substantially the following form:
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”
),
AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
Each Definitive Note shall also bear the following additional legend:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.
(ii)
Upon any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note
represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to
exchange such Transfer Restricted Note for a certificated Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale
or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).
(iii)
After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Notes, all requirements pertaining to the restricted securities legend as set forth in Exhibit A
hereto, on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall
continue to apply.
(iv)
Upon the consummation of an Exchange Offer with respect to the Initial Notes pursuant to which
Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial
Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the restricted
securities legend as set forth in Exhibit A hereto, shall be available to Holders that exchange such Initial Notes in such Exchange
Offer.
(f)
Cancellation or Adjustment of Global Note . At such time as all beneficial interests in a Global Note have either
been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for
cancellation or retained and cancelled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for Definitive Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such
Global Note shall be reduced and an adjustment shall be made on the books and