ServiceMagic 2012 Annual Report Download - page 146

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require the Issuer to redeem such Equity Interests does not become operative prior to the Issuer’s purchase of the Notes as required
pursuant to the provisions of Section 4.20.
“ Disqualified Person ” means a Person whose senior debt does not have an Investment Grade Rating with either
Moody’s or Standard & Poor’s on (a) the date on which (i) such Person becomes a beneficial owner of the Issuer or (ii) the sale,
lease or transfer, in one or a series of transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries taken as a
whole occurs, or (b) any day until the date that is 45 days after the date described in clause (a).
“ Distribution Compliance Period ,” with respect to any Notes, means the period of 40 consecutive days beginning
on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Notes.
“ Domestic Subsidiary ” means any Subsidiary of the Issuer that is not a Foreign Subsidiary.
“ Equity Interests ” of any Person means (1) any and all shares or other equity interests (including common stock,
preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants
or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such
shares or other interests in such Person, but excluding any debt securities convertible into such shares or other interests.
“ Equity Offering ” means a primary public or private offering of Equity Interests of the Issuer.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, the
regulations promulgated thereunder and any successor thereto.
“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.
“ Exchange Notes ” means the debt securities of the Issuer issued pursuant to this Indenture in exchange for, and in
an aggregate principal amount equal to, the Notes, in compliance with the terms of the Registration Rights Agreement.
“ Exchange Offer ” means the offer by the Issuer, pursuant to the Registration Rights Agreement, to certain
Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount
of Exchange Notes registered under the Securities Act.
“ Fair Market Value ” means, with respect to any asset, as determined by the Issuer, the price (after taking into
account any liabilities relating to such assets) that would be negotiated in an arm’s-length transaction for cash between a willing
seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction.
“ Foreign Subsidiary ” means any Subsidiary of the Issuer that is not organized under the laws of the United States
or any jurisdiction within the United States and any direct or indirect subsidiary thereof.
“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public