MoneyGram 2009 Annual Report Download - page 132

Article IV
(A) Authorized Stock. The total number of shares of stock that the Corporation shall have authority to issue is two hundred and fifty-seven million
(257,000,000), consisting of (i) two hundred and fifty million (250,000,000) shares of Common Stock, par value $0.01 per share (hereinafter referred to as
"Common Stock") and (ii) seven million (7,000,000) shares of Preferred Stock, par value $0.01 per share (hereinafter referred to as "Preferred Stock").
(B) Preferred Stock. Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for
the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the GCL (hereinafter, along with any similar designation relating to
any other class of stock that may hereafter be authorized, referred to as a "Preferred Stock Designation"), to establish from time to time the number of shares
to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations
and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
(i) The designation of the series, which may be by distinguishing number, letter or title.
(ii) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock
Designation) increase or decrease (but not below the number of shares thereof then outstanding).
(iii) The amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be
cumulative or noncumulative.
(iv) Dates on which dividends, if any, shall be payable.
(v) The redemption rights and price or prices, if any, for shares of the series.
(vi) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series.
(vii) The amounts payable on and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation.
(viii) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the
Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion or exchange price or
prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions
upon which such conversion or exchange may be made.
(ix) Restrictions on the issuance of shares of the same series or of any other class or series.
(x) The voting rights, if any, of the holders of shares of the series.
(C) Common Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each shares of Common Stock
shall be equal to each 2