ServiceMagic 2012 Annual Report Download - page 162

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(b) (i) The Notes shall be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes shall be
resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act and (ii) Persons other than U.S. Persons (as
defined in Regulation S) in reliance on Regulation S under the Securities Act. Notes may thereafter be transferred to, among others,
QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold
pursuant to Rule 144A shall be issued in the form of one or more permanent global Notes in definitive, fully registered form
without interest coupons (collectively, the “ Rule 144A Global Note ”); and Notes initially resold pursuant to Regulation S shall be
issued in the form of one or more global securities in fully registered form (collectively, the “ Regulation S Global Note ”), in each
case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in
Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian
and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the
Trustee as provided in this Indenture. Except as set forth in this Section 2.02(b), beneficial ownership interests in the Regulation S
Global Note shall not be exchangeable for interests in the Rule 144A Global Note or any other Note prior to the expiration of the
Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for
interests in a Rule 144A Global Note only upon certification in form reasonably satisfactory to the Trustee that beneficial
ownership interests in such Regulation S Global Note are owned either by Non-U.S. Persons or U.S. persons who purchased such
interests in a transaction that did not require registration under the Securities Act.
(ii)
Beneficial interests in Regulation S Global Notes may be exchanged for interests in Rule 144A Global
Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the
beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate (in the form of Exhibit C
attached hereto) to the effect that the beneficial interest in the Regulation S Global Note is being transferred to a Person (A) who
the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting
the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other
jurisdictions.
(iii)
[Reserved]
(iv)
Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the
form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period,
only if the transferor first delivers to the Trustee a written certificate (in the form provided in this Indenture) to the effect that such
transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).
(v)
Exchange Notes exchanged for interests in the Rule 144A Notes and the Regulation S Notes will be
issued in the form of a permanent global Note, substantially in the form of Exhibit B, which is hereby incorporated by reference and
made a part of this Indenture, deposited with the Registrar as hereinafter provided, including the appropriate legend set forth in
Section 2.16(e) (the “Exchange Global Note”). The Exchange Global Note will be deposited upon issuance with, or on behalf of,
the Registrar as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The
Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum
principal amount to be represented by a single certificate.