Voting in Elections of Directors. Except as otherwise required by applicable law, the holders of Class B Stock, exclusively and as a separate class, shall be entitled to elect all of the directors of the Company at each meeting or pursuant to each consent of the Company’s shareholders for the election of directors. Any director may be removed during his or her term of office, either with or without cause, by, and only by, the affirmative vote of the holders of Class B Stock given either at a special meeting of such shareholders duly called for that purpose or pursuant to a written consent of the Company’s shareholders, and any vacancy thereby created may be filled by, and only by, the holders of Class B Stock represented at the meeting or pursuant to written consent.
Voting in Elections of Directors. During the term of this Agreement, as provided in Section 3, at each election or appointment of directors of the Company, the Shareholders shall vote all of the Shares owned by him or her, or Shares which he or she is entitled to vote, in favor of the election to the Company's board of directors of: (A) two persons designated by the Shareholders who were formerly Stolx xxxreholders (the "Stolx Xxxresentatives"); (B) one person designated by the Shareholders who were formerly Michiana shareholders (the "Michiana Shareholders"); and (C) two persons designated by the Shareholders who were formerly holders of shares of stock in The Schexxx Xxxpanies (the "Schexxx Xxxresentatives"). Ronaxx X. Xxxxxxx xxxll designate the Schexxx Xxxresentatives; Richxxx Xxxxx, Xx. xxx Richxxx Xxxxx, Xx. xxxll designate the Stolx Xxxresentatives, and Thadxxxx X. Xxxxxxx xxxll designate the Michiana Representative. The Stolx Xxxresentatives, Michiana Representative and the Schexxx Xxxresentatives shall first be elected to the board of directors at the annual shareholders meeting of the Company held in 1996 (currently anticipated in October or November of 1996). Shareholders shall be informed who the designees are at least seven days in advance of any meeting at which directors are to be elected. In the event that the Company enters into an agreement for the acquisition, merger or consolidation of the Company or any of its subsidiaries with the Georxx X. Xxxxx Xxxs Co., and if required by the terms of such acquisition agreement, then during the term of this Agreement, as provided in Section 3, at each election or appointment of directors of the Company, the Shareholders shall also vote all of the Shares owned by him or her, or Shares which he or she is entitled to vote, in favor of the election to the Company's board of directors of one person designated by the shareholders who were formerly shareholders of Georxx X. Xxxxx Xxxs Co. (the "Kleix Xxxresentative"). Georxx X. Xxxxx xxxll designate the Kleix Xxxresentative.
