ServiceMagic 2012 Annual Report Download - page 174

S-40
In the event that less than all of the Notes are to be redeemed at any time pursuant to a redemption made pursuant
to paragraph 6 of such Notes, selection of the Notes for redemption shall be made on a pro rata basis (if the Notes are issued in
physical form) or in accordance with DTC’s applicable procedures (if the Notes are issued in global form) and in each case, if the
Notes are listed on a national securities exchange, in compliance with the requirements of the principal national securities exchange
on which the Notes are listed; provided , however , that no Notes of a principal amount of $2,000 or less shall be redeemed in part.
If a partial redemption is made pursuant to paragraph 6 of the Notes, selection of the Notes or portions thereof for redemption shall
be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the
Depository), unless that method is otherwise prohibited. The Trustee shall promptly notify the Issuer of the Notes selected for
redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee
may select for redemption portions of the principal of the Notes that have denominations larger than $2,000. For all purposes of this
Indenture unless the context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption. The Issuer may acquire Notes by means other than redemption, whether pursuant to an
Issuer tender offer, open market purchase or otherwise, provided such acquisition does not otherwise violate the other terms of this
Indenture.
At least 30 days, and no more than 60 days, before a Redemption Date, the Issuer shall mail, or cause to be mailed,
a notice of redemption by first-class mail to each Holder to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar pursuant to Section 2.04, except that redemption notices may be mailed more than 60
days prior to a Redemption Date if the notice is issued in connection with a satisfaction and discharge of this Indenture. If the Issuer
mails such notice to Holders, it shall mail a copy of such notice to the Trustee at the same time.
The notice shall identify the Notes to be redeemed (including the CUSIP numbers, ISIN and Common Code
numbers, if any thereof) and shall state:
(1)
the Redemption Date;
(2)
the redemption price and the amount of premium (or the manner of calculation the redemption price
and/or premium) and accrued interest to be paid;
(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount
equal to the unredeemed portion shall be issued;
(4)
the name and address of the Paying Agent;
(5)
that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption
price;
(6)
that unless the Issuer defaults in making the redemption payment, interest on Notes called for
redemption ceases to accrue on and after the Redemption Date;
(7)
that the Notes are being redeemed pursuant to paragraph 6 of the Notes;
SECTION 3.02.
Selection by Trustee of Notes To Be Redeemed
.
SECTION 3.03.
Notice of Redemption
.