nomination rights under the Stockholder Agreement, but those rights ceased following a distribution by Sponsor of its shares in August 2019.
For so long as EnerVest had the right to nominate two directors to the Board, EnerVest was subject to customary “standstill” restrictions, including, among others, prohibitions on certain acquisitions of certain securities of the Company, entering into any voting agreements or granting or soliciting any proxies with respect to any Common Stock, and initiating stockholder proposals. The Stockholder Agreement also included customary restrictions on the transfer of shares to certain persons acquiring beneficial ownership in excess of certain stated thresholds. EnerVest also agreed under the Stockholder Agreement to vote all of its shares of Common Stock in favor of the directors nominated by the Governance Committee.
Pursuant to the Stockholder Agreement, in connection with the 2022 Annual Meeting of Stockholders, EnerVest nominated Messrs. Larson and Walker, both of whom currently sit on our Board. For the 2023 Annual Meeting, EnerVest is not entitled to nominate any directors because its director nomination rights terminated concurrently with the termination of the Stockholder Agreement on December 31, 2022. The Board, based on recommendations from the Governance Committee, has nominated Messrs. Larson and Walker for election as directors at the 2023 Annual Meeting.
Registration Rights Agreement
In connection with the closing of the Business Combination, Magnolia entered into a registration rights agreement (the “Registration Rights Agreement”) with certain funds affiliated with EnerVest, Sponsor, and Magnolia’s four independent directors prior to the Business Combination (i.e., Ms. Acosta, Ambassador Djerejian, and Messrs. Chad Leat and Smith) (collectively, the “Holders”), pursuant to which the Company is obligated, subject to the terms thereof and in the manner contemplated thereby, to register for resale under the Securities Act of 1933 all or any portion of the shares of Class A Common Stock that the Holders held as of July 31, 2018 and that they may have acquired or might acquire thereafter, including upon conversion, exchange, or redemption of any other security therefor.
Under the Registration Rights Agreement, the Holders also have “piggyback” registration rights that allow them to include the shares of Class A Common Stock that they own in certain registrations initiated by the Company or one or more selling security holders. Pursuant to the Registration Rights Agreement, the Company has filed and taken effective two registration statements on Form S-3, each of which registered, among other things, the offering by the Holders of the shares of Class A Common Stock included therein.
In connection with a distribution by Sponsor of Class A Common Stock to certain parties, including Mr. Chazen, Magnolia entered into the First Amendment to the Registration Rights Agreement on February 25, 2019, pursuant to which Mr. Chazen agreed to and was provided with certain rights and obligations that were a subset of the rights Sponsor had under the Registration Rights Agreement prior to such distribution.
In accordance with its obligations under the Registration Rights Agreement, on March 9, 2022, Magnolia entered into an Underwriting Agreement with certain affiliates of EnerVest and the underwriters named therein, pursuant to which such affiliates of EnerVest sold an aggregate of 7.5 million shares of our Class A Common Stock at a price of $21.72 per share (the “March 2022 EnerVest Offering”). Subsequently, on June 1, 2022, Magnolia entered into an Underwriting Agreement with certain affiliates of EnerVest and the underwriters named therein, pursuant to which such affiliates of EnerVest sold an aggregate of 7.5 million shares of our Class A Common Stock at a price of $27.01 per share (the “June 2022 EnerVest Offering”) and, on November 3, 2022, Magnolia entered into an Underwriting Agreement with certain affiliates of EnerVest and the underwriters named therein, pursuant to which such affiliates of EnerVest sold an aggregate of 7.5 million shares of our Class A Common Stock at a price of $24.26 per share (together with the March 2022 EnerVest Offering and the June 2022 EnerVest Offering, the “EnerVest Offerings”). In connection with the EnerVest Offerings, Magnolia agreed, among other things, to indemnify the respective underwriters against certain liabilities, including liabilities under the Securities Act of 1933, to contribute to payments such underwriters may be required to make because of any of those liabilities, and to pay certain offering related expenses, which expenses were approximately $1.0 million.
Common Stock Purchases from EnerVest Members
During the 2022 fiscal year, outside of the Company’s share repurchase program, Magnolia LLC repurchased and subsequently canceled a total of 7.9 million Magnolia LLC Units held by the EnerVest Members with an equal number