ServiceMagic 2012 Annual Report Download - page 182

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(7) Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for current or former
directors, management, employees or consultants of the Issuer and its Restricted Subsidiaries;
(8) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a
consolidation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries that complies
with the provisions of
Section 5.01; provided that, as a result of such consolidation, merger or transfer of assets, the Issuer has made or will make a
Change of Control Offer pursuant to Section 4.20 (if required) and any notes tendered in connection therewith have been or will be
repurchased; and
(9) other Restricted Payments not otherwise permitted under this Indenture in an aggregate amount from and after the
Issue Date not to exceed the greater of $50.0 million or 2.0% of Total Assets, calculated as of the date on which any Restricted
Payment pursuant to this clause (9) is made;
provided
that in the case of any Restricted Payment pursuant to clause (3), (7) or (9) above, no Default shall have occurred and be
continuing or occur as a consequence thereof.
For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a
distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted
Payment, if any, plus an amount equal to the Fair Market Value of the non-
cash portion of such Restricted Payment. In addition, for
purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one
of the types of Restricted Payments described above, the Issuer may order and classify, and from time to time may reclassify, such
Restricted Payment if that classification would have been permitted at the time such Restricted Payment was made and at the time
of the reclassification.
The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset
Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (a) no Default shall
have occurred and be continuing, (b) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at least
equal to the Fair Market Value of the assets sold or otherwise disposed of, and (c) in the case of an Asset Sale other than an Asset
Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the
form of cash or Cash Equivalents; provided that the amount of:
(1)
any liabilities (as reflected in the Issuer’s or such Restricted Subsidiary’
s most recent balance sheet or
in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would
have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence
or accrual had taken place on the date of such balance sheet) of the Issuer or such Restricted Subsidiary, other than liabilities
that are by their terms expressly subordinated in right of payment to the Notes, that are assumed by the transferee of any
such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in
writing,
(2)
any securities, notes or other similar obligations received by the Issuer or such Restricted Subsidiary
from such transferee that are converted by the Issuer or such Restricted
SECTION 4.08. Limitations on Asset Sales
.