preferred shares acquired on August 5, 2020 (the Initial Share Ownership), has the right to participate in such equity offering on a pro rata basis, subject to customary
exceptions.
Voting Agreement
Under the Stockholders Agreement, after the Antitrust Clearance Date and until the Sunset Date (defined below), Crestview has agreed to vote
any shares of then held by them (i) in favor of each director nominated or recommended by the board of directors for election at any such meeting, and against the removal of any director who has been elected following nomination or
recommendation by the board of directors, (ii) against any stockholder nomination for director that is not approved and recommended by the board of directors for election at any such meeting and (iii) in favor of stockholder approval, as
contemplated by NYSE listing rules, as may be reasonably required for all equity interests beneficially owned by Crestview, its affiliates and permitted transferees, including shares of preferred stock, shares of common stock issued upon conversion
of such preferred stock, and other shares of common stock owned, directly or indirectly, of record or beneficially by Crestview, its affiliates and permitted transferees. Crestview also agreed to vote any shares then held, regardless of class of
shares, in excess of 34.9% of the then-outstanding common stock (treating shares of common stock issuable upon conversion of all of the preferred stock as outstanding for this purpose) in the same proportion as the
non-Crestview stockholders of the Company.
Standstill Agreements
Subject to certain customary exceptions, Crestview is prohibited from, among other things, (i) acquiring equity securities of the Company
in excess of 2,500,000 shares of common stock in the aggregate, (ii) effecting an acquisition, by tender or exchange offer, merger, amalgamation or a similar business combination, of the Company and (iii) soliciting proxies or seeking a
director/management change in the Company until the later of (x) three years after the date of the Stockholders Agreement and (y) such time as Crestview holds, in the aggregate, record and beneficial ownership of, on an as-converted basis, less than 33% of the Initial Share Ownership (the Sunset Date). In addition, Crestview is prohibited from engaging in any short sale or any purchase, sale or grant of any security
that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Companys securities.
Provisions of the Charter and Bylaws that May Have an Anti-Takeover Effect
Certain provisions in the charter and the bylaws, as well as Delaware General Corporation Law (the DGCL), may have the effect of
discouraging transactions that involve an actual or threatened change in control of Viad. In addition, provisions of the charter, the bylaws and the DGCL may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or
takeover attempt that a stockholder might consider to be in its best interests.
Special Meetings of Stockholders
A special meeting of stockholders may only be called by the chairman of the board or by a majority of the board of directors. No stockholder or
other person may call any such special meeting.
No Written Consent of Stockholders
Any action taken by our stockholders must be effected at a duly held meeting of stockholders and may not be effected by the written consent of
such stockholders.
Blank Check Preferred Stock
The charter contains provisions that permit our board of directors to issue, without any further vote or action by the stockholders, up to
5,000,000 shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting
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