Alternate Director. Any Director (but not an alternate Director) may in writing appoint another Person to be his alternate and revoke the appointment of an alternate appointed by him. Such appointment or removal shall be by notice to the Office signed by the Director making or revoking the appointment or in any other manner approved by the Directors, and shall be effective on the date the notice is served. Subject to the removal by the appointing Director, the alternate shall continue in office until the date on which the Director who appointed him ceases to be a Director. Save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be authorised to sign such written resolutions where they have been signed by the appointing Director, and to act in such Director’s place at any meeting of the Directors and any meetings of committees of Directors of which his appointor is a member. Every such alternate shall be entitled to attend and vote at meetings of the Directors and meetings of committees of Directors of which his appointor is a member as the alternate of the Director appointing him and where he is a Director to have a separate vote in addition to his own vote. Subject to the provisions of these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
Alternate Director. A Director shall be entitled at any time and from time to time to appoint any person to act as his alternate and to terminate the appointment of such person and in that connection the provisions of the Articles shall be complied with. Such alternate director shall be entitled while holding office as such to receive notices of meetings of the Board and to attend and vote as a Director at any such meetings at which the Director appointing him is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of his appointor in his absence. Further, such alternate director shall be entitled to exercise the vote of the Director appointing him at any meetings of the Board and if such alternate director represents more than one Director, such alternate director shall be entitled to one vote for every Director he represents.
Alternate Director. Any Director may in writing from time to time and at any time appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be authorised to sign such written resolutions where they have been signed by the appointing Director, and to act in such Director’s place at any meeting of the Directors. Every such alternate shall be entitled to attend and vote at meetings of the Directors as the alternate of the Director appointing him and where he is a Director to have a separate vote in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an Officer solely as a result of his appointment as an alternate other than in respect of such times as the alternate acts as a Director. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
Alternate Director. In the event that any Director (an "Original Director") is away for a continuous period of not less than three (3) months from the state in which the meetings of the Board are ordinarily held, the Board shall appoint another Director (an "Alternate Director") for and in place of the Original Director. The Board shall only appoint such Alternate Director nominated by the Party that nominated the Original Director who shall be deemed to be nominated by the Original Director for this purpose.
Alternate Director. A Director shall be entitled at any time and from time to time to appoint any person to act as his alternate and to terminate the appointment of such person in accordance with the provisions of the Articles and/or Applicable Law. Such alternate director shall be entitled while holding office as such to receive all notices, minutes, consents, resolutions and all other materials and information submitted to a Director with respect to any applicable meetings of the Board at the same time and in the same format and to attend and vote as a Director at any such meetings at which the Director appointing him is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of his appointer as the Director appointing him. Further, such alternate director shall be entitled to exercise the vote of the Director appointing him at any meetings of the Board and if such alternate director represents more than one Director such alternate director shall be entitled to one vote for every Director he represents. For the avoidance of doubt, any person appointed as an alternate director shall vacate his office as such alternate director if and when the Director who appointed him removes him or vacates office as a Director.
Alternate Director.
5.7.1 A Director, other than the Managing Director, (the "Original Director") shall be entitled at any time and from time to time, to appoint any person to act as the Original Director’s alternate (“Alternate Director”) (and the Shareholders shall procure that the Board appoints such person as his alternate) and to direct the termination of the appointment of such Alternate Director (and the Shareholders shall procure that the Board terminates the appointment of such Alternate Director).
5.7.2 Such Alternate Director shall be entitled, while holding office as such, to receive notices of meetings of the Board or any committee thereof to which the Original Director has been appointed, and to attend and vote as a Director at any such meetings at which the Original Director is not present and generally to exercise all the powers, rights (other than the right to appoint an Alternate Director as provided in this Clause 5.7.1), duties and authorities and to perform all the functions of the Original Director. Further, such Alternate Director shall be entitled to constitute quorum, exercise the vote and sign a written resolution on behalf of the Original Director at any meeting of the Board or any committee thereof and to the extent permitted by Applicable Law his signature, vote, presence and consent shall be deemed to be that of himself (as if he is a Director in his own right) and the Original Director for whom he is an Alternate Director.
Alternate Director. A SoftBank Director or a Guardant Director who is absent from a meeting may appoint any person (except an existing director representing the other party) to act as his alternate at the meeting. For the purposes of the meeting the alternate director:
(a) shall be deemed to be the SoftBank Director or Guardant Director by whom he is appointed for the purposes of such meeting and may, in particular, vote in the place of the SoftBank Director or Guardant Director; and
(b) where the person appointed as an alternate is already a director of the JV in his own right, he may vote twice, as both himself and as the SoftBank Director or Guardant Director for whom he is acting as an alternate.
Alternate Director. Xx. XXX Xxx Kei, Xxxxx (alternate director to Mr. XXX Xxxxxx)
Alternate Director. (A) SUBJECT TO THE LAW, A DIRECTOR SHALL BE ENTITLED AT ANY TIME AND FROM TIME TO TIME, BY A WRITTEN NOTICE TO THE COMPANY, TO APPOINT, REMOVE OR REPLACE ANY PERSON WHO IS QUALIFIED TO SERVE AS A DIRECTOR, TO ACT AS HIS/HER ALTERNATE; PROVIDED THAT THE APPOINTMENT OF SUCH PERSON SHALL HAVE EFFECT ONLY UPON AND SUBJECT TO ITS BEING APPROVED BY THE BOARD (THE “ALTERNATE DIRECTOR”). THE APPOINTMENT OF AN ALTERNATE DIRECTOR DOES NOT NEGATE THE RESPONSIBILITY OF THE APPOINTING DIRECTOR AND SUCH RESPONSIBILITY SHALL CONTINUE TO APPLY TO SUCH APPOINTING DIRECTOR—TAKING INTO ACCOUNT THE CIRCUMSTANCES OF THE APPOINTMENT.
(B) ALTERNATE DIRECTOR SHALL BE ENTITLED, WHILE HOLDING OFFICE, TO RECEIVE NOTICES OF MEETINGS OF THE BOARD AND TO ATTEND AND VOTE AS A DIRECTOR AT ANY MEETINGS AT WHICH THE APPOINTING DIRECTOR IS NOT PRESENT AND GENERALLY TO EXERCISE ALL THE POWERS, RIGHTS, DUTIES AND AUTHORITIES AND TO PERFORM ALL FUNCTIONS OF THE APPOINTING DIRECTOR. PROVIDED HOWEVER, THAT (I) HE MAY NOT IN TURN APPOINT AN ALTERNATE FOR HIMSELF (UNLESS THE INSTRUMENT APPOINTING HIM OTHERWISE EXPRESSLY PROVIDES AND SUCH APPOINTMENT IS APPROVED BY THE BOARD), AND (II) AN ALTERNATE DIRECTOR SHALL HAVE NO STANDING AT ANY MEETING OF THE BOARD OR ANY COMMITTEE THEREOF WHILE THE APPOINTING DIRECTOR IS PRESENT.
(C) ANY INDIVIDUAL, WHO QUALIFIES TO BE A MEMBER OF THE BOARD, MAY ACT AS AN ALTERNATE DIRECTOR. ONE PERSON MAY NOT ACT AS ALTERNATE DIRECTOR FOR SEVERAL DIRECTORS OR IF HE IS SERVING AS A DIRECTOR.
(D) ANY NOTICE TO THE COMPANY PURSUANT TO ARTICLE 20.7(A) SHALL BE GIVEN IN PERSON TO, OR BY SENDING THE SAME BY MAIL TO THE ATTENTION OF THE CHAIRPERSON OF THE BOARD AT THE PRINCIPAL OFFICE OF THE COMPANY OR TO SUCH OTHER PERSON OR PLACE AS THE BOARD SHALL HAVE DETERMINED FOR SUCH PURPOSE, AND SHALL BECOME EFFECTIVE ON THE DATE FIXED THEREIN, UPON THE RECEIPT THEREOF BY THE COMPANY (AT THE PLACE AS AFORESAID) OR UPON THE APPROVAL OF THE APPOINTMENT BY THE BOARD, WHICHEVER IS LATER.
(E) THE OFFICE OF AN ALTERNATE DIRECTOR SHALL BE VACATED UNDER THE CIRCUMSTANCES, MUTATIS MUTANDIS, SET FORTH IN ARTICLE 19.4, AND SUCH OFFICE SHALL IPSO FACTO BE VACATED IF THE OFFICE OF THE DIRECTOR WHO APPOINTED SUCH ALTERNATE DIRECTOR IS VACATED, FOR ANY REASON.
Alternate Director. (a) Alternate Directors to be appointed for any nominee Director (the "Original Director") of each Party shall be persons proposed by such Party only and on such nomination the Parties shall cause their respective nominee Directors to vote for and cause the Board to appoint him as alternate Director for such Original Director. Such alternate Director shall be entitled while holding office as such to receive notices of meetings of the Board or any committee of the Board to which such Director has been appointed and to attend and vote as a Director at any such meetings of the Board or subject to provisions of Clause 4.10 at any such committee at which the Original Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the Original Director.
