ServiceMagic 2012 Annual Report Download - page 188

S-54
If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer has exercised its right to
redeem the Notes, the Issuer will be required to make an offer to repurchase all or, at the Holder’s option, any part (equal to $2,000
or any integral multiple of $1,000 in excess thereof) of each Holder’s Notes pursuant to a Change of Control Offer.
In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate
principal amount of Notes to be purchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but not including,
the date of purchase (the “ Change of Control Payment ”). Within 30 days following any Change of Control Triggering Event with
respect to the Notes, unless the Issuer has exercised its right to redeem the Notes as described above, the Issuer shall mail a notice
to Holders of Notes, with a copy to the Trustee for the Notes, describing the transaction or transactions that constitute the Change of
Control Triggering Event and offering to repurchase the Notes (a ‘‘ Change of Control Offer ’’) on the date specified in the notice,
which date will be no earlier than 30 and no later than 60 days from the date such notice is mailed (the ‘‘ Change of Control
Payment Date ’’), pursuant to the procedures required by this Indenture and described in such notice.
On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.
The Paying Agent will be required to promptly mail or transfer by wire, to each Holder who properly tendered
Notes or portions thereof, the purchase price for such Notes or portion thereof, and the Trustee shall be required to promptly
authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an
integral multiple of $1,000 in excess thereof.
The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a
third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by
the Issuer and such third party purchases all Notes or portions thereof properly tendered and not withdrawn under its offer. In the
event that such third party terminates or defaults its offer, the Issuer will be required to make a Change of Control Offer treating the
date of such termination or default as though it were the date of the Change of Control Triggering Event.
A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional
upon such Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time
of making of the Change of Control Offer.
SECTION 4.19.
[Reserved]
SECTION 4.20. Change of Control Offer
.