ServiceMagic 2012 Annual Report Download - page 270

basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such
Designated Noncash Consideration.
“ Designation Amount ” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary.”
“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in
Schedule 3.06.
“ Disposition ” means, with respect to any property, any sale, lease, license, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.
“ Disqualified Equity Interests ”
of any Person means any class of Equity Interests of such Person that, by its terms,
or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the
happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of
the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part,
in each case on or prior to the date that is 91 days after the Revolving Termination Date; provided , however , that any class of
Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment
of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the
delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for
Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person
satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests;
provided , further , however , that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions
thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable
or exercisable) the right to require the Borrower to redeem such Equity Interests upon the occurrence of a change of control
occurring prior to the 91
st
day after the Revolving Termination Date shall not constitute Disqualified Equity Interests if such Equity
Interests specifically provide that the Borrower will not redeem any such Equity Interests pursuant to such provisions prior to the
Obligations (other than (x) (i) Cash Management Obligations and (ii) Obligations under Specified Swap Agreements not yet due
and payable, and (y) contingent obligations not yet accrued and payable) having been paid in full, all Letters of Credit having been
cash collateralized or otherwise back-stopped or having been terminated, and the Total Revolving Commitments having been
terminated.
“ Dollar Amount ”
means, at any date, (a) with respect to any amount denominated in Dollars, such amount and (b)
with respect to any amount denominated in amount other than Dollars, such amount converted to Dollars by the Administrative
Agent at the Exchange Rate on such date.
“ Dollars ” or “ $ ” refers to lawful money of the United States of America.
“ Domestic Subsidiary ” means any Restricted Subsidiary of the Borrower that is not a Foreign Subsidiary.
“ EMU ”
means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the
Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.
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