ServiceMagic 2012 Annual Report Download - page 139

S-5
(2) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of
one year or less from the date of acquisition issued by any commercial bank organized under the laws of the United States
or any state thereof or any lender or any Affiliate of any lender party to the Credit Agreement;
(3) commercial paper of an issuer rated at least A-1 by Standard & Poor’s or P-1 by Moody’s, or carrying an
equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing
ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition;
(4) repurchase obligations of any commercial bank satisfying the requirements of clause (2) of this definition
with respect to securities issued or fully guaranteed or insured by the United States government;
(5) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are rated at least A by Standard & Poor’s or A by
Moody’s;
(6) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit
issued by any commercial bank satisfying the requirements of clause (2) of this definition;
(7) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses
(1) through (6) of this definition;
(8) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment
Company Act of 1940, as amended, (ii) are rated AAA by Standard & Poor’s or Aaa by Moody’s and (iii) have portfolio
assets of at least $5,000,000,000; and
(9) in the case of any Foreign Subsidiary, investments substantially comparable to any of the foregoing
investments with respect to the country in which such Foreign Subsidiary is organized.
“ Change of Control ” means the occurrence of any of the following events:
(1)
the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of
the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder, and either (a) such Person is a
Disqualified Person or (b) on any day until the date that is six months after the date on which such sale, lease or transfer
occurred, the Issuer is rated by one of Moody’s or Standard & Poor’s and the rating assigned by either of them is not an
Investment Grade Rating;
(2)
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 Issuer’s voting stock and such aggregate voting power exceeds the aggregate voting
power of all outstanding classes or series of the Issuer’s voting stock beneficially owned by the Permitted Holders