ServiceMagic 2012 Annual Report Download - page 183

S-49
Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset
Sale, and
(3)
any Designated Noncash Consideration received by the Issuer or any Restricted Subsidiary in such
Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received
pursuant to this clause (c) that is at that time outstanding, not to exceed an amount equal to the greater of $100 million or
3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of
each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent
changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.
The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a
series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter
into any contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate involving payment or
consideration in excess of $5 million (an “ Affiliate Transaction ”), unless, as determined by the Issuer, such Affiliate Transaction
is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in
a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not
an Affiliate of the Issuer or that Restricted Subsidiary.
The foregoing restrictions shall not apply to:
(1) transactions between or among the Issuer and its Restricted Subsidiaries not involving any other
Affiliate;
(2)
as determined by the Issuer, reasonable director, officer and employee compensation (including
bonuses) and other benefits (including retirement, health, and stock compensation plans) and indemnification arrangements
and performance of such arrangements;
(3)
any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, in
each case pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans in the ordinary
course of business;
(4)
Permitted Investments;
(5)
Restricted Payments which are made in accordance with Section 4.07;
(6)
(x) any agreement or arrangement in effect on the Issue Date, as in effect on the Issue Date or as
thereafter amended or replaced in any manner, that, taken as a whole, is not more disadvantageous to the Holders or the
Issuer in any material respect than such agreement or arrangement as it was in effect on the Issue Date or (y) any transaction
pursuant to any agreement or arrangement referred to in the immediately preceding clause (x);
(7)
any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction
solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such joint venture or
similar entity;
SECTION 4.09. Limitations on Transactions with Affiliates
.