MoneyGram 2009 Annual Report Download - page 140

stock during the thirty (30) day period preceding the date in question on the NASDAQ Stock Market or any system then in use in its stead, or if no such
quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board of Directors in accordance with
paragraph (D) of this Article IX; and (y) in the case of property other than cash or stock, the fair market value of such property on the date in question as
determined by the Board of Directors in accordance with paragraph (D) of this Article IX.
(ix) In the event of any Business Combination in which the Corporation survives, the phrase "other consideration to be received" as used in
paragraphs (B)(ii)(a) and (b) of this Article IX shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.
(x) "Excluded Preferred Stock" means any series of Preferred Stock with respect to which a majority of the Continuing Directors have approved a
Preferred Stock Designation creating such series that expressly provides that the provisions of this Article IX shall not apply.
(D) The Continuing Directors of the Corporation shall have the power and duty to determine for the purposes of this Article IX, on the basis of information
known to them after reasonable inquiry, all facts necessary to determine compliance with this Article IX, including, without limitation (i) whether a Person is
an Interested Stockholder, (ii) the number of shares of Voting Stock beneficially owned by any Person, (iii) whether a Person is an Affiliate or Associate of
another, (iv) whether the applicable conditions set forth in paragraph (B)(ii) of this Article IX have been met with respect to any Business Combination,
(v) the Fair Market Value of stock or other property in accordance with paragraph (C)(viii) of this Article IX, and (vi) whether the assets that are the subject of
any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any
Business Combination has, an aggregate Fair Market Value of $10,000,000 or more.
(E) No Effect on Fiduciary Obligations of Interested Stockholders. Nothing contained in this Article IX shall be construed to relieve any Interested
Stockholder from any fiduciary obligation imposed by applicable law.
(F) Amendment, Repeal, etc. Notwithstanding any other provisions of this Certificate of Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that a lesser percentage may be permitted by applicable law, this Certificate of Incorporation or the Bylaws of the Corporation), but
in addition to any affirmative vote of the holders of any particular class of the Voting Stock required by applicable law or this Certificate of Incorporation, the
affirmative vote of the holders of two-thirds (66 2/3%) of the voting power of the shares of the then outstanding Voting Stock voting together as a single class,
including the affirmative vote of the holders of 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, shall be required to amend or repeal, or adopt any provisions inconsistent with,
this Article IX of this Certificate of Incorporation.
Article X
Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed
to serve at the request of the Board of Directors or an officer of the Corporation as a director, officer or trustee of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executor, administrators or estate of such person), shall be indemnified by the Corporation, in
accordance with the Bylaws of the Corporation, to the fullest extent permitted from time to time by the GCL as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said
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