MoneyGram 2009 Annual Report Download - page 401

7.7. Anti-Boycott Laws.
Holdco and its Subsidiaries:
(a) will comply with the Export Administration Act and the Code and with any other applicable Anti-boycott Laws,
(b) will refrain from taking any action that would result in a violation by the Purchasers of the Export Administration Act and the Code or any other
applicable law regarding boycotts issued by a foreign government and not endorsed by the United States, and
(c) without limiting the generality of the foregoing, will not refuse or agree to refuse to do business with Israel or any other nation or company subject to a
boycott not endorsed by the United States, agree to discriminate or discriminate against any person on the basis of race, religion, sex, national origin, or
nationality, nor implement letters of credit containing terms or conditions prohibited by the Anti-boycott Laws,
in each case, except as could not reasonably be expected to have a Material Adverse Effect.
7.8. Cross-Border Investment Restrictions.
Holdco and its Subsidiaries will comply with any and all conditions imposed on Holdco and its Subsidiaries by any Governmental Authority as a result of
obtaining the approval of or licensing from such Authority in order for the Transactions and this Agreement to have full legal effect under ail applicable laws,
except as could not reasonably be expected to have a Material Adverse Effect.
7.9. Information Related to Alternative Transactions.
Until the expiration of the Go-Shop Period (as defined in the Equity Purchase Agreement) and prior to the Termination Date, Holdco and the Company
shall provide promptly to the Purchasers any bonafide bid which may replace or supplement the Transactions, subject to any ordinary or customary
confidentiality obligations.
7.10. Board Observer Rights.
So long as the Initial Purchasers constitute the Required Holders, Holdco agrees to insure that the Initial Purchasers shall receive copies of all notices,
reports, written presentations, board papers, minutes of meetings of the board of directors (or comparable policy-making bodies) and other written information
distributed to members of the board of directors (or comparable policy-making bodies) of Holdco or to the members of the executive or similar committee of
the board of Holdco (collectively, "Board Papers") at the same time as such Board Papers are made available to the board for purposes of regular board
meetings or to the members of the executive or similar committee of the board for purposes of such committee meetings. So long as the Initial Purchasers
constitute the Required Holders, the Initial Purchasers shall have the right to designate a person to attend, and participate and furnish advice in, all meetings of
the board of directors (or comparable policy-making bodies) of Holdco and the executive or similar committee of the board of Holdco in person or
telephonically as a non-voting observer (the "Board Observer"), and such person shall be entitled to participate in discussions and consult with, and make
proposals and furnish advice to, such board (or comparable policy-making bodies) and such committee without voting, it being understood that the Initial
Purchasers may from time to time change the identity of such observer. The observer attending board or committee meetings shall be entitled to
reimbursement from Holdco for reasonable and documented travel and other out-of-pocket expenses
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