Board Advisor. The Company agrees that it will, upon completion of the proposed public offering contemplated herein, for a period of no less than two (2) years, engage a designee of the Representative as an advisor (“Advisor”) to its Board of Directors where such Advisor shall attend meetings of the Board, receive all notices and other correspondence and communications sent by the Company to members of its Board of Directors provided, that such Advisor shall not be entitled to any compensation, other than reimbursement for all costs incurred in attending such meetings including, food, lodging, and transportation. The Company further agrees that, during said two (2) year period, it shall schedule no less than four (4) formal and "in person" meetings of its Board of Directors in each such year at which meetings such Advisor shall be permitted to attend as set forth herein; said meetings shall be held quarterly each year and ten (10) days advance notice of such meetings shall be given to the Advisor. Further, during such two (2) year period, the Company shall give notice to the Representative with respect to any proposed acquisitions, mergers, reorganizations or other similar transactions. The Company shall indemnify and hold such Advisor harmless against any and all claims, actions, damages, costs and expenses, and judgments arising solely out of the attendance and participation of such Advisor at any such meeting described herein, and, if the Company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it shall, if possible, include such Advisor as an insured under such policy.
Board Advisor. The Company agrees that, for so long as MIG retains a beneficial ownership interest in the Common Stock totaling at least 3.5% of the issued and outstanding Common Stock, Xxxxxxx X. Xxxxxx (the “MIG Designee”) shall be permitted to attend and reasonably participate, but not vote, at all regularly scheduled and special meetings of the Board (whether such meetings are held in person, telephonically or otherwise, each, a “Board Meeting”) during the period beginning on February 1, 2020 and ending on April 30, 2020 (as it may be extended pursuant to this Agreement, the “Advisor Period”); provided, that, upon written notice by MIG to the Company to be delivered no later than April 24, 2020, MIG has the right to extend the Advisor Period until the date set forth in such notice, which date shall not be later than December 31, 2020. Subject to the third sentence of this Section 1(a), during the Advisor Period, the MIG Designee shall receive notice of all Board Meetings, all written consents executed by the Board at each Board Meeting, all materials prepared for consideration at any Board Meeting, and all minutes related to each Board Meeting, in each case, contemporaneous with their distribution to the Board and redacted to omit items pertaining to the meetings or portions thereof from which the Company reserves the right to exclude the MIG Designee pursuant to the third sentence of this Section 1(a). Notwithstanding anything to the contrary contained in this Agreement, the Company reserves the right to exclude the MIG Designee from access to any Board Meeting or portion thereof (and any materials pertaining thereto) (i) that is an executive session, (ii) at which the Board receives legal updates or where matters relating to stockholder activism, executive performance and compensation, succession planning or related topics are considered or (iii) if, and only to the extent that, the Board determines reasonably and in good faith that such exclusion is necessary to preserve the attorney-client privilege or avoid a conflict of interest. For the avoidance of doubt, the MIG Designee shall not be permitted to attend any meetings of any committee of the Board or receive copies of any minutes thereof.
Board Advisor. In the event there is a vacancy in the Board Advisor position at any time and for any reason (whether as a result of death, disability, retirement, resignation or removal of the Board Advisor), Gulfport shall have the right to designate a different individual to replace such Board Advisor.
Board Advisor. The Company shall invite a representative of ------------- Technology Crossover (the "Representative") to attend all meetings of its Board of Directors in a nonvoting advisor capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel.
Board Advisor divine will provide Microsoft with one (1) board advisor position on divine's Advisory Board.
