MoneyGram 2009 Annual Report Download - page 369

credit market, regulatory or political conditions (whether resulting from acts of war or terrorism, an escalation of hostilities or otherwise) generally affecting
the U.S. economy, foreign economies or the industries in which Holdco or its Subsidiaries operate, (ii) changes in generally accepted accounting principles,
(iii) changes in laws of general applicability or interpretations thereof by any Governmental Authority, (iv) any change in Holdco's stock price or trading
volume, in and of itself, or any failure, in and of itself, by Holdco to meet revenue or earnings guidance published or otherwise provided to the Purchaser
(provided that any fact, condition, circumstance, event, change, development or effect underlying any such failure or change, other than any of the foregoing
that is otherwise excluded pursuant to clauses (i) through (viii) hereof, may be taken into account in determining whether a Material Adverse Effect has
occurred or would reasonably be expected to occur), (v) losses resulting from any change in the valuations of Holdco's portfolio of securities or sales of such
securities and any effect resulting from such changes or sales, (vi) actions or omissions of Holdco or the Sponsors taken as required by the Equity Purchase
Agreement or with the prior written consent of the Purchaser, (vii) public announcement, in and of itself, by a third party not affiliated with Holdco of any
proposal to acquire the outstanding securities or all or substantially all of the assets of Holdco and (viii) the public announcement of the Equity Purchase
Agreement and the transactions contemplated thereby (provided that this clause (viii) shall not apply with respect to Sections 1.2(c)(v), 2.2(d), 2.2(h) and
2.2(k) of the Equity Purchase Agreement); provided further, however, that Material Adverse Effect shall be deemed not to include the impact of the foregoing
clauses (i), (ii) and (iii), in each case only insofar and to the extent that such circumstances, events, changes, developments or effects described in such clauses
do not have a disproportionate effect on Holdco and the Holdco Subsidiaries (exclusive of its payments systems business) relative to other participants in the
industry; and (2) for any purpose under Section 7 of this Agreement, any circumstance, event, change, development or effect that, (a) is material and adverse
to the financial position, results of operations, business, assets or liabilities of Holdco and the Holdco Subsidiaries, taken as a whole, (b) would materially
impair the ability of Holdco and the Holdco Subsidiaries, taken as a whole, to perform their obligations under this Agreement or any of the other Financing
Documents, or (c) would materially impair the rights and remedies of the Purchasers under this Agreement or any of the other Financing Documents, taken as
a whole.
"MSPI" means MoneyGram Payment Systems Inc., a wholly owned subsidiary of the Company.
"Multiemployer Plan" is defined in Section 4.13(e).
"Notes" is defined in the recitals.
"OFAC" means the Office of Foreign Assets Control of the United States Treasury Department.
"Officer's Certificate" is defined in Section 3.1 l(b).
"Original Equity Purchase Agreement" is defined in the recitals.
"Originally Previously Disclosed" means information: (i) set forth in the Holdco Disclosure Schedule (defined for purposes of this definition only as set
forth in the Original Note Purchase Agreement), dated as of the Signing Date, corresponding to the provision of the Original Note Purchase Agreement to
which such information relates (provided that any disclosure with respect to a particular paragraph or section of this Agreement or the Holdco Disclosure
Schedule shall be deemed to be disclosed for other paragraphs and sections of the Original Note Purchase Agreement or the Holdco Disclosure Schedule to
the extent that the relevance of such disclosure would be reasonably apparent to a reader of such disclosure); or (ii) otherwise disclosed on a SEC Document,
prior to the Signing Date (excluding any risk factor disclosures contained in such documents and any disclosure of risks included in
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