MoneyGram 2009 Annual Report Download - page 135

(C) The directors, other than those who may be elected by the holders of any series of Preferred Stock or any other series or class of stock as set forth in the
Certificate of Incorporation, shall be divided into three classes, as nearly equal in number as possible. One class of directors shall be initially elected for a term
expiring at the annual meeting of stockholders to be held in 2005, another class shall be initially elected for a term expiring at the annual meeting of
stockholders to be held in 2006, and another class shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 2007.
Members of each class shall hold office until their successors are elected and qualified. At each succeeding annual meeting of the stockholders of the
Corporation commencing with the 2005 annual meeting, the successors of the class of directors whose term expires at that meeting shall be elected by a
plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year
of their election.
(D) Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock, as set forth in the Certificate of Incorporation,
to elect additional directors under specified circumstances, vacancies resulting from death, resignation, retirement, disqualification, removal from office or
other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled, unless the Board of Directors
otherwise determines, only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by the sole
remaining director, and not by stockholders. Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term
of office of the class to which they have been elected expires and until such director's successor shall have been duly elected and qualified. No decrease in the
number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.
(E) Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in this Certificate of Incorporation,
to elect additional directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then outstanding Voting Stock, voting
together as a single class.
(F) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, and in addition to approval by the Board of Directors, the
affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding Voting Stock, voting together as a single class, shall be
required to amend, repeal or adopt any provision inconsistent with this Article VIII.
Article IX
(A) Vote Required for Certain Business Combinations.
(i) Higher Vote for Certain Business Combinations. In addition to any affirmative vote required by applicable law or this Certificate of
Incorporation, and except as otherwise expressly provided in paragraph (B) of this Article IX:
(a) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (1) any Interested Stockholder (as hereinafter
defined) or (2) any other corporation (whether or not itself an Interested Stockholder) that is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of an Interested Stockholder; or
(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder, including 5