Common use of Board Certification Clause in Contracts

Board Certification. Prior to entering into any agreement contemplating a transaction described in clause (z) (including transactions described in clause (y) and (z)) of Section 4(c) (expressly excluding for this purpose transactions described in clause (x) of Section 4(c)) and prior to consummating any such transaction, the following conditions are satisfied: (A) following the transaction at issue, one or more Persons will not have acquired, and will not have the right to acquire, directly or indirectly, more than 40% (by vote or value) of the outstanding Equity Securities of SpinCo (determined immediately following such transaction) taking into account all relevant issuances, redemptions or other acquisitions of (and agreements to issue, redeem or otherwise acquire) Equity Securities (and assuming the exercise or conversion of all such Equity Securities (if such Equity Securities are options or warrants or similar exercisable or convertible securities) and the closing of all such agreements) from the point in time two years prior to the External Spin-Off to the date immediately following such transaction and pursuant to any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, (B) SpinCo will be the surviving entity if such transaction is a merger (and the transaction is not a reverse subsidiary merger in which SpinCo is the surviving entity) and (C) prior to entering into any agreement contemplating a transaction described in clause (z) (including transactions described in clause (y) and (z)) of this Section 4(c) and prior to consummating any such transaction, SpinCo delivers to Parent a Board Certification.

Board Certification. Prior to entering into any agreement contemplating a transaction described in clause (ziv) (including transactions described in clause (yiii) and (ziv)) of Section 4(c5.05(a) (expressly excluding for this purpose transactions described in clause (xii) of Section 4(c5.05(a)) and prior to consummating any such transaction, the following conditions are satisfied: (Ai) following the transaction at issue, one or more Persons will not have acquired, and will not have the right to acquire, directly or indirectly, more than 4025% (by vote or value) of the outstanding Equity Securities of SpinCo Viad (determined immediately following such transaction) taking into account all relevant issuances, redemptions or other acquisitions of (and agreements to issue, redeem or otherwise acquire) Equity Securities (and assuming the exercise or conversion of all such Equity Securities (if such Equity Securities are options or warrants or similar exercisable or convertible securities) and the closing of all such agreements) from the point in time two years prior to the External Spin-Off to the date immediately following such transaction and pursuant to any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, (Bii) SpinCo Viad will be the surviving entity if such transaction is a merger (and the transaction is not a reverse subsidiary merger in which SpinCo Viad is the surviving entity) and (Ciii) prior to entering into any agreement contemplating a transaction described in clause (ziv) (including transactions described in clause (yiii) and (ziv)) of this Section 4(c5.05(a) and prior to consummating any such transaction, SpinCo Viad delivers to Parent Newco a Viad Board Certification.

Board Certification. Prior to entering into any agreement contemplating a transaction described in clause (ziv) (including transactions described in clause (yiii) and (ziv)) of Section 4(c5.06(a) (expressly excluding for this purpose transactions described in clause (xii) of Section 4(c5.06(a)) and prior to consummating any such transaction, the following conditions are satisfied: (Ai) following the transaction at issue, one or more Persons will not have acquired, and will not have the right to acquire, directly or indirectly, more than 4025% (by vote or value) of the outstanding Equity Securities of SpinCo Newco (determined immediately following such transaction) taking into account all relevant issuances, redemptions or other acquisitions of (and agreements to issue, redeem or otherwise acquire) Equity Securities (and assuming the exercise or conversion of all such Equity Securities (if such Equity Securities are options or warrants or similar exercisable or convertible securities) and the closing of all such agreements) from the point in time two years prior to the External Spin-Off to the date immediately following such transaction and pursuant to any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, (Bii) SpinCo Newco will be the surviving entity if such transaction is a merger (and the transaction is not a reverse subsidiary merger in which SpinCo Newco is the surviving entity) and (Ciii) prior to entering into any agreement contemplating a transaction described in clause (ziv) (including transactions described in clause (yiii) and (ziv)) of this Section 4(c5.06(a) and prior to consummating any such transaction, SpinCo Newco delivers to Parent Viad a Newco Board Certification.

Board Certification. Prior to entering into any agreement contemplating a transaction described in clause (ziv) (including transactions described in clause (yiii) and (ziv)) of Section 4(c5.06(a) (expressly excluding for this purpose transactions described in clause (xii) of Section 4(c5.06 (a)) and prior to consummating any such transaction, the following conditions are satisfied: (Ai) following the transaction at issue, one or more Persons will not have acquired, and will not have the right to acquire, directly or indirectly, more than 4025% (by vote or value) of the outstanding Equity Securities of SpinCo Newco (determined immediately following such transaction) taking into account all relevant issuances, redemptions or other acquisitions of (and agreements to issue, redeem or otherwise acquire) Equity Securities (and assuming the exercise or conversion of all such Equity Securities (if such Equity Securities are options or warrants or similar exercisable or convertible securities) and the closing of all such agreements) from the point in time two years prior to the External Spin-Off to the date immediately following such transaction and pursuant to any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, (Bii) SpinCo Newco will be the surviving entity if such transaction is a merger (and the transaction is not a reverse subsidiary merger in which SpinCo Newco is the surviving entity) and (Ciii) prior to entering into any agreement contemplating a transaction described in clause (ziv) (including transactions described in clause (yiii) and (ziv)) of this Section 4(c5.06(a) and prior to consummating any such transaction, SpinCo Newco delivers to Parent Viad a Newco Board Certification.