ServiceMagic 2012 Annual Report Download - page 331

deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the Indenture;
(iv)
repurchases of Equity Interests deemed to occur (a) upon the exercise of stock options, warrants, or
similar rights if the Equity Interests represent all or a portion of the exercise price thereof or (b) in connection with the
satisfaction of any withholding tax obligations incurred relating to the vesting or exercise of stock options, warrants,
restricted stock units or similar rights;
(v)
any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made
by exchange for, Qualified Equity Interests of the Borrower (other than Qualified Equity Interests issued or sold to a
Restricted Subsidiary of the Borrower or an employee stock ownership plan or to a trust established by the Borrower or any
of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution
received by the Borrower from its stockholders;
(vi)
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 Borrower and its Restricted
Subsidiaries that complies with the provisions of Section 6.03; and
(vii)
any Restricted Subsidiary may declare or make a Restricted Payment with respect to the Equity Interests
of such Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (and, in the case of a Restricted Subsidiary
that is not a Wholly Owned Subsidiary, to each owner of Equity Interests of such Restricted Subsidiary such that the
Borrower or Restricted Subsidiary receives at least its pro rata share of such dividend or distribution).
Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries shall be permitted to declare and make and agree to
pay and pay any Restricted Payment; provided that after giving pro forma effect to such Restricted Payment, (i) no Default shall
have occurred and be continuing and (ii) the Borrower shall be in compliance with Section 6.10; provided , further , no distribution
in connection with a Match Disposition or a Search Disposition will be permitted pursuant to this Section 6.05.
SECTION 6.06
Transactions with Affiliates . The Borrower will not, and will not permit any of its Restricted
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions (including amendments or modifications to prior or existing transactions)
with, any of its Affiliates involving payment or consideration in excess of $5 million, except:
(a) for transactions at prices and on terms and conditions not less favorable to the Borrower or such Restricted
Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, as determined by the Borrower;
(b) transactions between or among the Borrower and its Restricted Subsidiaries not involving any other Affiliate;
(c) pursuant to, as determined by the Borrower, reasonable director, officer and employee compensation
(including bonuses) and other benefits (including retirement, health, and
-74-