MoneyGram 2009 Annual Report Download - page 136

all Affiliates of the Interested Stockholder, of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter
defined) of $10,000,000 or more; or
(c) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder, including all Affiliates of the Interested Stockholder, in exchange for cash, securities or
other property (or a combination thereof) having an aggregate Fair Market Value of $10,000,000 or more; or
(d) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliates of an Interested Stockholder; or
(e) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of
the Corporation with any of its Subsidiaries or any other transaction (whether or not an Interested Stockholder is a party thereto) that has the effect,
directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation
or any Subsidiary that are directly or indirectly owned by any Interested Stockholder or one or more Affiliates of the Interested Stockholder;
shall require the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of the then outstanding Voting Stock, voting
together as a single class, including the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of the then outstanding
Voting Stock not owned directly or indirectly by any Interested Stockholder or any Affiliate of any Interested Stockholder, unless the requirement of
such vote is not permitted under applicable law. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be permitted, by applicable law or in any agreement with any national securities exchange or otherwise.
(ii) Definition of Business Combination. The term "Business Combination" as used in this Article IX shall mean any transaction described in any
one or more of clauses (a) through (e) of paragraph (A)(i) of this Article IX.
(B) When Higher Vote is Not Required. The provisions of paragraph (A) of this Article IX shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative vote as is required by applicable law or any other provision of this
Certificate of Incorporation, if the conditions specified in either of the following paragraphs (B)(i) or (ii) of this Article IX are met:
(i) Approval by Continuing Directors. The Business Combination shall have been approved by a majority of the Continuing Directors (as
hereinafter defined).
(ii) Price and Procedure Requirements. All of the following conditions shall have been met:
(a) The aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business
Combination of consideration other than cash, to be received per share by holders of Common Stock in such Business Combination, shall be at least
equal to the highest of the following:
(1) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested 6