MoneyGram 2007 Annual Report Download - page 150

sold at Seller's Locations should Company fail to pay said money orders and money transfers (the "Trust"). Company and the Seller shall
mutually agree to the payment mechanics of the Trust.
V. Term. Section XIII of the Agreement is amended such that the term of the Agreement shall continue through January 31, 2013.
VI. Change in Control.
(a) If at any time from the Effective Date to January 31, 2010, there is a Change of Control of the Company or MGI, Seller shall have the right,
for a period of sixty (60) days following such Change in Control, to terminate the Agreement upon 60 days prior notice to the Company.
(b) If at any time from February 1, 2010 to January 31, 2013, there is a Special Entity Change in Control of the Company or MGI, Seller shall
have the right for a period of sixty (60) days following such Special Entity Change in Control to terminate the Agreement upon 60 days prior
notice to the Company.
(c) Definitions. For purposes of this Amendment Number 3, the following terms shall have meaning described herein.
"Affiliate" means, with respect to any Person, any other Person directly, or indirectly through one or more intermediaries, controlling, controlled
by or under common control with such Person. For purposes of this definition, the term "control" (and correlative terms "controlling," "controlled
by" and "under common control with") means possession of the power, whether by contract, equity ownership or otherwise, to direct the policies
or management of a Person.
"Beneficially Own" and "Beneficial Ownership" are used herein as defined in Rules 13d-3 and 13d-5 of the Exchange Act, but without taking
into account any contractual restrictions or limitations on voting or other rights.
"Board of Directors" means the board of directors of MGI.
"Business Combination" means: (i) any reorganization, consolidation, merger, share exchange or similar business combination transaction
involving MGI with any Person and/or the Company with any Person; or (ii) the sale, assignment, conveyance, transfer, lease or other
disposition by the MGI and/or Company of all or substantially all of its assets.
"Change in Control" means the happening of any of the following events:
(i) any Person (other than any Investor or any of its Affiliates) acquires Beneficial Ownership, directly or indirectly, of 50% or more of the
combined voting power of the then-outstanding voting securities of MGI entitled to vote generally in the election of directors ("Outstanding
MGI Voting Stock");
(ii) consummation of a Business Combination pursuant to which either (A) the Persons that were the Beneficial Owners of the Outstanding
MGI Voting Stock immediately prior to such Business Combination Beneficially Own, directly or indirectly, less than 50% of the combined
voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity
resulting from such Business Combination (including, without limitation, a company that, as a result of such transaction, owns MGI or all or
substantially all of MGI's assets either directly or through one or more subsidiaries), or (B) any Person (other than any Investor or its
Affiliates) Beneficially Owns, directly or indirectly, 50% or more of the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such Business Combination; or
(iii) approval by the stockholders of MGI of a liquidation or dissolution of MGI.
"Initial Funding Date" means the Closing Date (as defined in the Purchase Agreement).
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