MoneyGram 2009 Annual Report Download - page 137

Stockholder for any shares of Common Stock acquired by it (x) within the two-year period immediately prior to the first public announcement of the
proposal of such Business Combination (the "Announcement Date"), or (y) in the transaction in which it became an Interested Stockholder,
whichever is higher;
(2) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became
an Interested Stockholder (the "Determination Date"), whichever is higher; and
(3) (if applicable) the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to paragraph (B)(ii)(a)
(2) of this Article IX, multiplied by the ratio of (x) the highest per
share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder for any shares of
Common Stock acquired by it within the two-year period immediately prior to the Announcement Date to (y) the Fair Market Value per share of
Common Stock on the first day in such two-year period upon which the Interested Stockholder acquired any shares of Common Stock.
(b) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of shares of any other class, other than Common Stock or Excluded Preferred Stock, of
outstanding Voting Stock shall be at least equal to the highest of the following (it being intended that the requirements of this paragraph (B)(ii)(b) shall
be required to be met with respect to every such class of outstanding Voting Stock whether or not the Interested Stockholder has previously acquired
any shares of a particular class of Voting Stock):
(1) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Stockholder for any shares of such class of Voting Stock acquired by it (x) within the two-year period immediately prior to the
Announcement Date, or (y) in the transaction in which it became an Interested Stockholder, whichever is higher;
(2) (if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the
event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation;
(3) the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is
higher; and
(4) (if applicable) the price per share equal to the Fair Market Value per share of such class of Voting Stock determined pursuant to paragraph
(B)(ii)(b)(3) of this Article IX, multiplied by the ratio of (x) the highest per share price (including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested Stockholder for any shares of such class of Voting Stock acquired by it within the two-year period
immediately prior to the Announcement Date to (y) the Fair Market Value per share of such class of Voting Stock on the first day in such two-year
period upon which the Interested Stockholder acquired any shares of such class of Voting Stock.
(c) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock and other than
Excluded Preferred Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of
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