ServiceMagic 2012 Annual Report Download - page 181

S-47
The foregoing provisions will not prohibit:
(1) the payment by the Issuer or any Restricted Subsidiary of any dividend or the consummation of any irrevocable
redemption within 60 days after the date of declaration thereof or giving the notice of the redemption, if on the date of declaration
or notice the payment would have complied with the provisions of this Indenture (assuming in the case of redemption, the giving of
the notice would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been
permitted at such time);
(2) the redemption of any Equity Interests of the Issuer in exchange for, or out of the proceeds of the substantially
concurrent issuance and sale of, Qualified Equity Interests;
(3) the purchase, repurchase, redemption, defeasance, retirement for value or other acquisition of Subordinated
Indebtedness of the Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the issuance and sale of
Qualified Equity Interests within the preceding six months, (b) in exchange for, or out of the proceeds of the substantially
concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.06 and the other terms of this
Indenture or (c) upon a Change of Control or in connection with a sale of assets to the extent required by the agreement governing
such Subordinated Indebtedness but only if the Issuer shall have complied with Section 4.20 (to the extent applicable) and
purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming such Subordinated Indebtedness or (d)
deemed to occur as a result of the conversion of all or a portion of such Subordinated Indebtedness into Equity Interests of the
Issuer;
(4) repurchase, redemption or other acquisition for value by the Issuer of, Equity Interests of the Issuer held by officers,
directors or employees or former officers, directors or employees of the Issuer and any Restricted Subsidiary (or their transferees,
estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or
service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $10.0 million during any
twelve consecutive months (with unused amounts in any period being carried over to succeeding periods); provided , further , that
cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any current or former officer, director or
employee (or any permitted transferees thereof) of the Issuer or any of its Restricted Subsidiaries (or any direct or indirect parent
company thereof), in connection with a repurchase of Equity Interests of the Issuer from such Persons will not be deemed to
constitute a Restricted Payment for purposes of this covenant or any other provisions of this Indenture ;
(5) repurchases of Equity Interests deemed to occur (a) upon the exercise of stock options, warrants, or similar rights if
the Equity Interests represent all or a portion of the exercise price thereof or (b) in connection with the satisfaction of any
withholding tax obligations incurred relating to the vesting or exercise of stock options, warrants, restricted stock units or similar
rights;
(6) any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made by
exchange for, Qualified Equity Interests of the Issuer (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary
of the Issuer or an employee stock ownership plan or to a trust established by the Issuer or any of its Restricted Subsidiaries for the
benefit of their employees) or a substantially concurrent cash capital contribution received by the Issuer from its stockholders;