MasterCard Rules (PDF)

United States Region Rules
7.3 General Obligations
7.3 General Obligations
7.3.2 Notification to the Corporation
Rule 7.3.2 of Chapter 7, “Service Providers” is modified to include the following:
In the event a TPP performing acquiring Program Service for a U.S. Region
Customer will undergo a “Change of Control,” as such is defined below, the
TPP must notify the Corporation in writing of such change by sending an
e-mail message to tpp_registration@mastercard.com at least 90 days prior to the
effective date thereof. The TPP must promptly provide the Corporation any
information requested by the Corporation relating to such an event or proposed
event. The Corporation will, in writing, either:
1. Reaffirm the TPP’s registration status; or
2. Reaffirm the TPP’s registration status and establish additional conditions to
the registration, including the assessment of a TPP Acquiring Activity Fee.
The TPP Acquiring Activity Fee will be determined based on one or more
of the following factors, which shall include, but not be limited to:
a. Transaction volume processed annually by the TPP;
b. The number of Customers for which the TPP performs Program Service;
or
c. Any other factor(s) relating to the TPP’s performance of Program Service
that could significantly impact the integrity of the MasterCard system.
Alternatively, the Corporation may, in its sole discretion, terminate or suspend
the TPP’s registration.
For purposes of this Rule, a Change of Control shall mean the TPP:
1. Merges with another entity, where such other entity is the surviving entity;
2. Undergoes a transfer involving ten percent (10%) or more of any class of its
voting securities (including any options, warrants, or convertible securities
that convert into voting securities) or ownership interest,
3. Undergoes a change in ownership of ten percent (10%) or more of
outstanding shares;
4. Transfers ten percent (10%) or more of its assets, in each case in a single
transaction, or a series of related transactions;
5. Undergoes a change in ownership of a “controlling interest,”
6. Undergoes a change which results in a third party having the power to
exercise, directly or indirectly, a controlling influence over the management
or policies of the TPP based on the totality of facts and circumstances;
7. Sells, transfers, or closes down a specified division or line of its business
which is related to or is in connection with the Corporation’s business;
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15-14 12 December 2012 • MasterCard Rules