MoneyGram 2009 Annual Report Download - page 139

occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.
(iii) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations of the Securities Exchange
Act of 1934, as in effect on the date hereof. In addition, a Person shall be the "Beneficial Owner" of any Voting Stock that such Person or any of its
Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, provided that, in
the case of rights issued pursuant to the Rights Agreement between the Corporation and Wells Fargo Bank, N.A., as rights agent, dated as of June 30,
2004, or any successor rights agreement, once such rights are exercisable, a holder thereof shall not be deemed to be a "Beneficial Owner" for purposes of
this provision of the shares of Voting Stock issuable pursuant to such rights unless and until such holder, on or after the date that such rights become
exercisable, acquires any additional such rights or shares of Voting Stock, or (b) the right to vote pursuant to any agreement, arrangement or understanding
(but neither such Person nor any such Affiliate or Associate shall be deemed to be the Beneficial Owner of any shares of Voting Stock solely by reason of
a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, and with respect to which
shares neither such Person nor any such Affiliate or Associate is otherwise deemed the Beneficial Owner).
(iv) For the purpose of determining whether a Person is an Interested Stockholder pursuant to paragraph (C)(ii) of this Article IX, the number of
shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of paragraph (C)(iii) of this Article IX but shall
not include any other shares of Voting Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options or otherwise.
(v) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on the date hereof.
(vi) "Subsidiary" shall mean any corporation of which a majority of any share of equity security is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Interested Stockholder set forth in paragraph (C)(ii) of this Article IX, the term "Subsidiary"
shall mean only a corporation of which a majority of each share of equity security is owned, directly or indirectly, by the Corporation.
(vii) "Continuing Director" shall mean any member of the Board of Directors of the Corporation (the "Board of Directors") who is unaffiliated with
the Interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder,
and any director who is thereafter chosen to fill any vacancy on the Board of Directors or who is elected and who, in either event, is unaffiliated with the
Interested Stockholder and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of
Continuing Directors then on the Board of Directors.
(viii) "Fair Market Value" shall mean (x) in the case of stock, the highest closing sale price during the thirty (30) day period immediately preceding
the date in question of a share of such stock on the Composite Tape for New York Stock Exchange listed stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing
bid quotation with respect to a share of such 9