Governance and Management of the Company. Upon the expiration of the term of the Initial Governors, the Board of Governors shall consist of six (6) members, as set forth in the Limited Liability Company Agreement. CGI and Mayo will have equal representation on the Board of Governors. Governance and management of the Company shall be in accordance with - 2 - the Certificate of Formation, the Limited Liability Company Agreement, and the terms and conditions of this Agreement, including the Exhibits and Schedules attached hereto.
Governance and Management of the Company. Section 1.1. Board of Directors.................................................................1 Section 1.2. Governance.........................................................................2 Section 1.3. Indemnification of Directors and Officers..........................................3 ARTICLE II
Governance and Management of the Company. GENERAL PROVISIONS
Governance and Management of the Company. 2
1.1 Voting; Certain Actions 2
1.2 Chief Executive Officer; Management 3
1.3 Information; Access 3
1.4 Corporate Opportunities 4 1.5 Certain Understandings 5 1.6 Termination of Certain Rights 5 ARTICLE II TRANSFERS 6 2.1 In General 6 2.2 Additional Restrictions 7 2.3 Tag-Along Rights 7 2.4 Drag-Along Rights 9 2.5 Right of First Refusal 11 2.6 Legend 13 ARTICLE III DEFINITIONS 14 3.1 Certain Definitions 14 3.2 Terms Generally 23 ARTICLE IV MISCELLANEOUS 24 4.1 Termination 24 4.2 Confidentiality 24 4.3 Restrictions on Other Agreements; Conflicts with Organizational Documents 25 4.4 Further Assurances 25 4.5 No Recourse 25 4.6 Amendment; Waivers, etc. 26 4.7 Assignment 26 4.8 Binding Effect 26 4.9 No Third Party Beneficiaries 26 4.10 Notices 26 4.11 Severability 27 4.12 Headings 27 4.13 Entire Agreement 27 4.14 Governing Law 27 4.15 Arbitration 27 4.16 Waiver of Certain Damages 28 4.17 Counterparts; Facsimile Signatures 29 Schedule I Class A Stockholders Schedule II Class B Stockholders Schedule III Class C Stockholders Schedule IV AIG Entities Annex A Form of Joinder Agreement Annex B Form of Representations and Warranties Annex C Form of Confidentiality Agreement This STOCKHOLDERS AGREEMENT is dated as of September 22, 2009, among (i) MXenergy Holdings Inc., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule I hereto (collectively, the “Class A Stockholders”), (iii) the Stockholders listed on Schedule II hereto (collectively, the “Class B Stockholders”), (iv) the Stockholders listed on Schedule III hereto (collectively, the “Class C Stockholders” and, together with the Class A Stockholders and the Class B Stockholders, the “Common Stockholders”) and (v) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 3.1.
Governance and Management of the Company. DURING THE PHASE II PERIOD
Governance and Management of the Company. Section 1.1. Board of Directors. Section 1.2. Governance.
Governance and Management of the Company. Management by the Members........................
Governance and Management of the Company. DURING THE PHASE I PERIOD
5.01 Phase I duration. Until the earlier occurrence of: (i) the Sale of any Original Shares from the Dogus Shareholders to the BBVA Shareholders; (ii) the Call Option Completion Date; (iii) the circumstances described in Section 5.06(B)(ii) applying; and (iv) the difference between the percentage ownership of the BBVA Original Shares held by the BBVA Shareholders and the percentage ownership of the Dogus Original Shares held by the Dogus Shareholders being in excess of 15% of the Shares in favour of the BBVA Shareholder as a result of a capital increase (the “Phase I Period”), the provisions of this Article V shall apply. ***Confidential Treatment Requested
5.02 [***]
Governance and Management of the Company
