Common use of Board Advisor Rights Clause in Contracts

Board Advisor Rights. (1) So long as Gulfport has the right to designate a Gulfport Director under this Agreement and there is no Gulfport Director in office, Gulfport shall have the right to appoint one individual as an advisor to the Board (a “Board Advisor”). The Board Advisor shall be entitled to attend meetings of the Board and any meetings of any committee of the Board and to receive all information provided to the members of the Board and any committee thereof (including minutes of previous meetings of the Board and any committee thereof). The Board Advisor shall advise and counsel the Board on the business and operations of the Company as requested by the Board. The Board Advisor is not, and shall not have the duties and responsibilities of, a Director of the Company, and the terms “director” or “member of the Board” as used in this Agreement shall not be deemed to mean or include the Board Advisor. Without limiting the generality of the foregoing, the Board Advisor shall not be entitled to vote on any matter presented for action by the Board. The Board Advisor may be given such designations (including without limitation “advisory director”) as the Board may from time to time determine. For the avoidance of doubt, no Board Advisor shall have fiduciary obligations to the Company or the Company’s stockholders, but shall be subject to all applicable securities Laws and to the confidentiality obligations applicable to Gulfport under Section 10(k)(2).

Appears in 4 contracts

Samples: Investor Rights Agreement (Diamondback Energy, Inc.), Investor Rights Agreement (Gulfport Energy Corp), Investor Rights Agreement (Diamondback Energy, Inc.)

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Board Advisor Rights. (1) So long as Gulfport has the right to designate a Gulfport Director under this Agreement and there is no Gulfport Director in office, Gulfport shall have the right to appoint one individual as an advisor to the Board (a the “Board Advisor”). The Board Advisor shall be entitled to attend meetings of the Board and any meetings of any committee of the Board and to receive all information provided to the members of the Board and any committee thereof (including minutes of previous meetings of the Board and any committee thereof). The Board Advisor shall advise and counsel the Board on the business and operations of the Company as requested by the Board. The Board Advisor is not, and shall not have the duties and responsibilities of, a Director of the CompanyDirector, and the terms “director” or “member of the Board” as used in this Agreement shall not be deemed to mean or include the Board Advisor. Without limiting the generality of the foregoing, the Board Advisor shall not be entitled to vote on any matter presented for action by the Board. The Board Advisor may be given such designations (including without limitation “advisory director”) as the Board may from time to time determine. For the avoidance of doubt, no Board Advisor shall have fiduciary, quasi-fiduciary or other similar obligations to the Company or the Company’s stockholders, but shall be subject to all applicable securities Laws and to the confidentiality obligations applicable to Gulfport under Section 10(k)(29(k)(2).

Appears in 3 contracts

Samples: Investor Rights Agreement (Mammoth Energy Services, Inc.), Investor Rights Agreement (Mammoth Energy Services, Inc.), Investor Rights Agreement (Mammoth Energy Services, Inc.)

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