ServiceMagic 2012 Annual Report Download - page 190

S-56
ARTICLE 5
SUCCESSOR CORPORATION
The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate
or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of the assets of
the Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case:
(1)
either:
(a) the Issuer will be the surviving or continuing Person; or
(b) the Person formed by or surviving such consolidation or merger or to which such sale, lease, transfer,
conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets
are transferred) (collectively, the “ Successor ”) is a corporation, limited liability company or limited partnership
organized and existing under the laws of any State of the United States of America or the District of Columbia, and
the Successor expressly assumes, by supplemental indenture in form and substance reasonably satisfactory to the
Trustee, all of the obligations of the Issuer under the Notes, this Indenture and, if applicable, the Registration
Rights Agreement;
(2)
immediately prior to and immediately after giving effect to such transaction and the assumption of the
obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith,
and the use of any net proceeds therefrom on a pro forma basis, no Default shall have occurred and be continuing;
(3)
immediately after and giving effect to such transaction and the assumption of the obligations set forth
in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net
proceeds therefrom on a pro forma basis, either (i) the Consolidated Leverage Test would be satisfied or (ii) the Successor
would have a Consolidated Leverage Ratio that is less than or equal to the Consolidated Leverage Ratio of the Issuer
immediately prior to the transaction;
(4)
each Guarantor, unless it is the other party to such transactions, in which case clause (1)(b) of the
second succeeding paragraph shall apply, shall have, by supplemental indenture, confirmed that its Guarantee shall apply to
such Person’s obligations under this Indenture and the Notes; and
(5)
the Issuer shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this covenant and
the applicable provisions of this Indenture.
SECTION 5.01.
Limitations on Mergers, Consolidations, etc
.