MoneyGram 2015 Annual Report Download - page 25

Table of Contents
Our charter documents and Delaware law contain provisions that could delay or prevent an acquisition of the Company, which could inhibit your ability to
receive a premium on your investment from a possible sale of the Company.
Our charter documents contain provisions that may discourage third parties from seeking to acquire the Company. These provisions and specific provisions of
Delaware law relating to business combinations with interested stockholders may have the effect of delaying, deterring or preventing certain business
combinations, including a merger or change in control of the Company. Some of these provisions may discourage a future acquisition of the Company even if
stockholders would receive an attractive value for their shares or if a significant number of our stockholders believed such a proposed transaction to be in their best
interests. As a result, stockholders who desire to participate in such a transaction may not have the opportunity to do so.
Our bylaws designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be
initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or
employees.
Our bylaws provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest
extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a
claim of breach of a fiduciary duty owed by any of our directors, officers or employees to us or our stockholders, (iii) any action asserting a claim arising pursuant
to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. This
choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers
or employees, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our bylaws inapplicable
to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such
matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
Our Board of Directors has the power to issue series of preferred stock and to designate the rights and preferences of those series, which could adversely affect
the voting power, dividend, liquidation and other rights of holders of our common stock.
Under our certificate of incorporation, our Board of Directors has the power to issue series of preferred stock and to designate the rights and preferences of those
series. Therefore, our Board of Directors may designate a new series of preferred stock with the rights, preferences and privileges that the Board of Directors
deems appropriate, including special dividend, liquidation and voting rights. The creation and designation of a new series of preferred stock could adversely affect
the voting power, dividend, liquidation and other rights of holders of our common stock and, possibly, any other class or series of stock that is then in existence.
The market price of our common stock may be volatile.
The market price of our common stock may fluctuate significantly in response to a number of factors, some of which may be beyond our control. These factors
include the perceived prospects or actual operating results of our business; changes in estimates of our operating results by analysts, investors or our management;
our actual operating results relative to such estimates or expectations; actions or announcements by us or our competitors; litigation and judicial decisions;
legislative or regulatory actions; and changes in general economic or market conditions. In addition, the stock market in general has from time to time experienced
extreme price and volume fluctuations. These market fluctuations could reduce the market price of our common stock for reasons unrelated to our operating
performance.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
Our leased corporate offices are located in Dallas, TX. We have a number of offices leased in more than 30 countries and territories around the world including,
but not limited to: U.S., United Kingdom, Poland and United Arab Emirates. These offices provide operational, sales and marketing support. We believe that our
properties are sufficient to meet our current and projected needs. We periodically review our facility requirements and may acquire new facilities, or modify,
consolidate, dispose of or sublet existing facilities, based on business needs.
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