MoneyGram 2009 Annual Report Download - page 383

4.1. Disclosure.
On or prior to the Effective Date, Holdco delivered to the Purchasers the Holdco Disclosure Schedules.
4.2. Organization and Authority.
Each of Holdco and the Company is duly organized and validly existing under the Laws of its jurisdiction of organization and has all requisite corporate,
company or partnership power and authority to carry on its business as presently conducted. Each of Holdco and the Company is duly qualified or licensed to
do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the
ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in
good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of Holdco and the Company has
made available to the Purchasers prior to the execution of this Agreement, (i) a true and complete copy of the Certificate of Incorporation of the Company and
the bylaws of the Company, in each case as in effect on the Effective Date and (ii) a complete copy of the Amended and Restated Certificate of Incorporation
of Holdco and the bylaws of Holdco, in each case as in effect on the Effective Date.
4.3. Holdco Subsidiaries.
(a) Holdco has Previously Disclosed a complete and correct list of all of its subsidiaries, and all shares of the outstanding capital stock of each of which are
owned directly or indirectly by Holdco. The subsidiaries of Holdco are referred to herein individually as a "Holdco Subsidiary" and collectively as the
"Holdco Subsidiaries." All of such shares so owned by Holdco (or its subsidiaries) are fully paid and non assessable and are owned by it free and clear of any
lien, claim, charge, option, encumbrance or agreement with respect thereto, except for Permitted Liens. Other than as Previously Disclosed, none of Holdco or
any Holdco Subsidiary beneficially owns (the concept of "beneficial ownership" having the meaning assigned thereto in Section 13(d) of the Exchange Act),
directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation or other entity, and none is, directly or indirectly, a
partner in any partnership or party to any joint venture.
(b) Each Holdco Subsidiary is duly organized and validly existing under the Laws of its jurisdiction of organization and has all requisite corporate,
company or partnership power and authority to carry on its business as presently conducted. Each Holdco Subsidiary is duly qualified or licensed to do
business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the
ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in
good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
4.4. Capitalization.
The authorized capital stock of Holdco consists of (i) 7,000,000 shares of preferred stock, 2,000,000 shares of which have been designated as "Series A
Junior Participating Preferred Stock", and of which no shares were outstanding as of the time of execution of the Equity Purchase Agreement, and
(ii) 250,000,000 shares of common Stock, of which 82,598,034 shares were outstanding as of the date of the Equity Purchase Agreement. There are
outstanding options to purchase an aggregate of not more than 4,071,039 shares of common Stock, all of which options are outstanding under the Benefit
Plans. All of the outstanding shares of capital stock of Holdco have been duly and validly authorized and issued and
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