Beneficial Owner of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, such security and/or (b) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms Beneficially Own and Beneficial Ownership shall have correlative meanings. For the avoidance of doubt, for purposes of this Agreement, each Principal Shareholder is deemed to Beneficially Own the Shares owned by it notwithstanding the fact that such shares are subject to this Agreement.
Board means the Board of Directors of the Company.
Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
EnCap Directors means Brooks C. Despot, D. Martin Phillips, Douglas E. Swanson or any other person that may be designated by all of the EnCap Funds in accordance with the terms hereof.
EnCap Funds means EnCap Energy Capital Fund VII, L.P., EnCap Energy Capital Fund IX, L.P. and EnCap Energy Capital Fund X, L.P.
EnCap Group means the Principal Shareholders, EnCap Investments L.P. and each of their respective Affiliates; provided, however, that for purposes of this definition of EnCap Group, none of the Principal Shareholders shall be considered to be an Affiliate of the Company or any person controlled by the Company.
Necessary Action means, with respect to a specified result, all actions (to the extent such actions are permitted by applicable law and applicable stock exchange or stock market rules and, in the case of any action by the Company that requires a vote or other action on the part of the Board, to the extent such action is consistent with the fiduciary duties that the Companys directors may have in such capacity) necessary to cause such result.
Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity, and also includes any managed investment account.
Section 1.2 Rules of Construction.
(a) Unless the context requires otherwise: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (ii) references to Articles and Sections refer to articles and sections of this Agreement; (iii) the terms include, includes, including and words of like import shall be deemed to be followed by the words without limitation; (iv) the terms hereof, hereto, herein or hereunder refer to this