MoneyGram 2009 Annual Report Download - page 138

such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form
of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting
Stock previously acquired by it.
(d) After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination:
(1) there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any
outstanding Preferred Stock, except as approved by a majority of the Continuing Directors; (2) there shall have been no reduction in the annual rate of
dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the
Continuing Directors; (3) there shall have been an increase in the annual rate of dividends as necessary fully to reflect any recapitalization (including
any reverse stock split), reorganization or any similar reorganization that has the effect of reducing the number of outstanding shares of the Common
Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors; and (4) such Interested Stockholder shall
not have become the Beneficial Owner of any additional Voting Stock except as part of the transaction that results in such Interested Stockholder
becoming an Interested Stockholder.
(e) After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit,
directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.
(f) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed
to stockholders of the Corporation at least thirty (30) days prior to the consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or subsequent provisions).
(C) Certain Definitions. For purposes of this Article IX:
(i) "Person" shall mean any individual, firm, corporation or other entity.
(ii) "Interested Stockholder" shall mean any Person (other than the Corporation or any Subsidiary) that:
(a) itself, or along with its Affiliates, is the Beneficial Owner, directly or indirectly, of more than ten percent (10%) of the then outstanding
Voting Stock; or
(b) is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was itself, or along with
its Affiliates, the Beneficial Owner, directly or indirectly, of ten percent (10%) or more of the then outstanding Voting Stock; or
(c) is an assignee of or has otherwise succeeded to any Voting Stock that was at any time within the two-year period immediately prior to the date
in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have
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