MoneyGram 2009 Annual Report Download - page 370

any "forward-looking statements" disclaimer or other statements that are similarly non-specific, predictive or forward-looking in nature).
"Outside Receipt Date" is defined in Section 3.6 (c).
"Patriot Act" is defined in Section 10.17.
"Preferred Stock" means the Series B Preferred Stock, the Series B-l Preferred Stock and the Series D Preferred Stock.
"Previously Disclosed" means information: (i) set forth in the Holdco Disclosure Schedule corresponding to the provision of this 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 this 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 Effective Date (excluding
any risk factor disclosures contained in such documents and any disclosure of risks included in any "forward-looking statements" disclaimer or other
statements that are similarly non-specific, predictive or forward-looking in nature) ("Filed SEC Documents").
"Private Offering" means any offer and/or sale by one or more of the Purchasers of some or all of the Notes without registration under the Securities Act
but in compliance with Rule 144A, Rule 144, Regulation S, Section 4(1) or any other applicable rule or provision under the Securities Act.
"Purchase Price" is defined in Section 2.2(b).
"Purchasers" means the Initial Purchasers.
"Qualified Institutional Buyer" means any Person that is a "qualified institutional buyer" within the meaning of Rule 144A.
"Registration Rights Agreement" means the Registration Rights Agreement among the Company, Holdco and each Purchaser, to be dated as of the Closing
Date, substantially in the form attached hereto as Exhibit B, as amended, supplemented, restated or otherwise modified from time to time.
"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor regulation
to all or a portion thereof.
"Regulation T" means Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor regulation
to all or a portion thereof.
"Regulation U " means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor regulation
to all or a portion thereof.
"Regulation X" means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor regulation
to all or a portion thereof.
"Release" means any release, spill, emission, leaking, pumping, emitting, discharging, injecting, escaping, leaching, dumping, disposing or migrating into
or through the environment in derogation of Environmental Law. 8