MoneyGram 2005 Annual Report Download - page 128

United States version
election of directors (the "Outstanding Corporation Voting Securities"); excluding, however the following:
(1) any acquisition directly from the Corporation or any entity controlled by the Corporation other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself acquired directly from the Corporation or any entity controlled by the Corporation,
(2) any acquisition by the Corporation, or any entity controlled by the Corporation,
(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the
Corporation or
(4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of Section (iii) below; or
(ii) A change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute the Board (such Board shall be
hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this
Section (b) that any individual, who becomes a member of the Board subsequent to the effective date of the Plan, whose election, or nomination for election
by the Corporation's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso), shall be considered as though such individual were a member of the
Incumbent Board; but provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board, or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a
"Corporate Transaction") excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who
are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to
such Corporate Transaction (the "Prior Stockholders") beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of
Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may
be, of the Corporation or other entity resulting from such Corporate Transaction (including, without limitation, a corporation or other entity which as a result
of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than the Corporation or any entity controlled by the Corporation, any
employee benefit plan (or related trust) of the Corporation or any entity controlled by the Corporation or such corporation or other entity resulting from such
Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of Common Stock of the Corporation
or other entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of the Corporation or such other
entity entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction and
(3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation
resulting from such Corporate Transaction; and further excluding any disposition of all or
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