ServiceMagic 2012 Annual Report Download - page 136

S-2
“ Affiliate ” of any Person means any other Person which directly or indirectly Controls or is Controlled by, or is
under direct or indirect common Control with, the referent Person.
“ Affiliated Persons ” means, with respect to any specified Person, (a) such specified Person’s spouse, siblings,
descendants, stepchildren, step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees
of such specified Person and each of the Persons referred to in clause (a), and (c) any company, partnership, trust or other entity or
investment vehicle Controlled by any of the Persons referred to in clause (a) or (b) or the holdings of which are for the primary
benefit of any of such Persons.
“ Agent ” means any Registrar, Paying Agent or agent for service of notices and demands.
“ amend ” means to amend, supplement, restate, amend and restate or otherwise modify, including successively,
and “ amendment ” shall have a correlative meaning.
“ Applicable Premium ” means, with respect to any Note on any Redemption Date, the greater of:
(1) 1.0% of the principal amount of such Note; and
(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at
December 15, 2017 (such redemption price being set forth in the table appearing above), plus (ii) all required interest
payments due on such Note through December 15, 2017 (excluding accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the Adjusted Treasury Rate as of such Redemption Date plus 50 basis points; over
(b) the principal amount of such Note.
Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the
Issuer shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee.
“ asset ” means any asset or property.
“ Asset Acquisition ” means
(1) an Investment by the Issuer or any Restricted Subsidiary in any other Person if, as a result of such Investment,
such Person shall become a Restricted Subsidiary, or shall be merged with or into the Issuer or any Restricted Subsidiary,
or
(2) the acquisition by the Issuer or any Restricted Subsidiary of all or substantially all of the assets of any other
Person or any division or line of business of any other Person.
“ Asset Sale ” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Issuer
or any Restricted Subsidiary to any Person other than the Issuer or any Restricted Subsidiary (including by means of a sale and
leaseback transaction or a merger or consolidation) (collectively, for purposes of this definition, a “ transfer ”),
in one transaction or
a series of related transactions, of any assets of the Issuer or any of its Restricted Subsidiaries other than in the ordinary course of
business. For purposes of this definition, the term “Asset Sale” shall not include:
(1) transfers of cash or Cash Equivalents;