ServiceMagic 2012 Annual Report Download - page 263

“ Cash Management Obligations ” means obligations owed by the Borrower or any Subsidiary Guarantor to any
Cash Management Bank in connection with, or in respect of, any Cash Management Services.
“ Cash Management Services ”
means (a) commercial credit cards, merchant card services, purchase or debit cards,
including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft automatic
clearing house fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or
operating account relationships or other cash management services, including under any Cash Management Agreements.
“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.
“ Change of Control ” means any of the following events:
(a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the
Borrower and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;
(b) the acquisition of beneficial ownership by any person or group (excluding any one or more Permitted Holders
or group Controlled by any one or more Permitted Holders) of more than 35% of the aggregate voting power of all
outstanding classes or series of the Borrower’
s Voting Stock and such aggregate voting power exceeds the aggregate voting
power of all outstanding classes or series of the Borrower’s Voting Stock beneficially owned by the Permitted Holders
collectively;
(c) during any period of two consecutive years, individuals who at the beginning of such period constituted the
Board of Directors of the Borrower (together with any new directors whose election by the Board of Directors or whose
nomination for election by the equityholders of the Borrower was approved by a vote of the majority of the directors of the
Borrower then still in office who were either directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority of the Borrower’s Board of Directors
then in office;
(d) the Borrower shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the
stockholders of the Borrower; or
(e) a “change of control triggering event” (or similar event) shall occur in any document pertaining to the Senior
Notes or any Refinancing Indebtedness thereof to the extent constituting Material Indebtedness.
Notwithstanding the foregoing, a transaction in which the Borrower becomes a subsidiary of another Person (other
than a Person that is an individual or a Permitted Holder) shall not constitute a Change of Control if the shareholders of the
Borrower immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, the
same proportion of voting power of the outstanding classes or series of the Borrower’s voting stock as such shareholders
beneficially own immediately following the consummation of such transaction.
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