Common use of Alternate Director Clause in Contracts

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. Any Director (but not an alternate Director) may in writing appoint another Person 39.1. Subject to be his alternate and revoke the appointment approval of an alternate appointed the Board, a director may, by him. Such appointment or removal shall be by delivering a written notice to the Office signed Company, appoint an alternate for himself (hereinafter referred to as “Alternate Director”), remove such Alternate Director and appoint another Alternate Director in place of any Alternate Director appointed by him whose office has been vacated for any reason whatsoever. The appointment of the Alternate Director making shall be for an indefinite period and for all purposes, unless restricted to a specific period, to a specific meeting or revoking act of the appointment Board, to a specific matter or in any other manner approved by the Directorsmanner, and same restriction was specified in the appointment instrument or in a written note delivered to the Company. 39.2. Any notice delivered to the Company pursuant to Article 39.1 shall be become effective on the date the notice is served. Subject specified therefor therein or upon delivery thereof to the removal by Company or upon approval of the appointing DirectorBoard, whichever is later. 39.3. An Alternate Director shall be vested with all rights and shall bear all obligations of the alternate shall continue in office until the date on which the Director director who appointed him ceases to be a Director. Save to the extent provided otherwise in the form of appointmenthim, such alternate shall have authority to sign written resolutions on behalf of the appointing Directorprovided, but however, that he shall not be authorised entitled to sign such written resolutions where they have been signed by appoint an alternate for himself (unless the appointing Directorinstrument appointed him expressly provides otherwise), and to act in such Director’s place provided further that the Alternate Director shall have no standing at any meeting of the Directors and Board or any meetings committee thereof whereat the director who appointed him is present. 39.4. The following may not be appointed nor serve as an Alternate Director: (i) a person not qualified to be appointed as a director, (ii) an actual director, or (iii) another Alternate Director. 39.5. The office 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 Alternate Director shall be deemed for all purposes vacated under the circumstances, mutatis mutandis, set forth in Article 36, and such office shall further be ipso facto vacated if the director who appointed such Alternate Director ceases 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 themdirector.

Alternate Director. Any Director (but not an alternate Directora) may in writing appoint another Person Pursuant to be the Companies Law, any director may, from time to time, appoint, remove or replace any person from acting as his alternate and revoke (the “Alternate Director”); provided that the appointment of an alternate appointed by him. Such appointment or removal such person shall be by notice have effect only upon and subject to the Office signed by the Director making or revoking the appointment or in any other manner its being approved by the Directors, and shall be effective on Board. The appointment of an Alternate Director does not negate 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 responsibility of the appointing Directordirector and such responsibility shall continue to apply to such appointing director - taking into account the circumstances of the appointment. (b) An Alternate Director shall be entitled, but shall 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 be authorised present and generally to sign 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 written resolutions where they have been signed appointment is approved by the appointing DirectorBoard), and to act in such Director’s place (ii) an Alternate Director shall have no standing at any meeting of the Directors and Board or any meetings Committee thereof while the appointing director is present. (c) Any individual, who qualifies to be a member of committees of Directors of which his appointor 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 member. Every such alternate director. (d) Any notice to the Company pursuant to Article 23.7(a) shall be entitled given in person to, or by sending the same by mail to attend and vote at meetings the attention of the Directors and meetings Chairperson of committees the Board at the principal office of Directors of which his appointor is a member the Company or to such other person or place as the alternate 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 Director appointing him and where he appointment by the Board, whichever is a Director to have a separate vote in addition to his own vote. Subject to the provisions later. (e) The office of these Articles, an alternate Alternate Director shall be deemed for all purposes to vacated under the circumstances, mutatis mutandis, set forth in Article 22.4, and such office shall ipso facto be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be vacated if the agent office of the director who appointed such Alternate 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 themis vacated, for any reason.

Alternate Director. Any 18.1 Subject to the provisions of Article 18.3, any Director (but not an alternate Director) may in writing appoint another Person (an “Alternate Director”) to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the Person appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing 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 an officer 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 Company 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. 18.2 Subject to the provisions of Article 18.3, any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting. 18.3 No Independent Director shall be entitled to appoint another Person to be his alternate pursuant to the provisions of Article 18.1 or proxy pursuant to Article 18.2, if such Person fails to meet the requirements necessary to qualify as an “Independent Director” pursuant to the provisions of the Issuing Resolutions pursuant to which the Independent Director was appointed.

Alternate Director. Any Director (but not an alternate Directora) may in writing appoint another Person Pursuant to be the Companies Law, any director may, from time to time, appoint, remove or replace any person from acting as his alternate and revoke (the “Alternate Director”); provided that the appointment of an alternate appointed by him. Such appointment or removal such person shall be by notice have effect only upon and subject to the Office signed by the Director making or revoking the appointment or in any other manner its being approved by the Directors, and shall be effective on Board. The appointment of an Alternate Director does not negate 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 responsibility of the appointing Directordirector and such responsibility shall continue to apply to such appointing director — taking into account the circumstances of the appointment. (b) An Alternate Director shall be entitled, but shall 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 be authorised present and generally to sign 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 written resolutions where they have been signed appointment is approved by the appointing DirectorBoard), and to act in such Director’s place (ii) an Alternate Director shall have no standing at any meeting of the Directors and Board or any meetings Committee thereof while the appointing director is present. (c) Any individual, who qualifies to be a member of committees of Directors of which his appointor 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 memberdirector. Every such alternate ​ (d) Any notice to the Company pursuant to Article 23.7(a) shall be entitled given in person to, or by sending the same by mail to attend and vote at meetings the attention of the Directors and meetings Chairperson of committees the Board at the principal office of Directors of which his appointor is a member the Company or to such other person or place as the alternate Board shall have determined for ​ TABLE OF CONTENTS 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 Director appointing him and where he appointment by the Board, whichever is a Director to have a separate vote in addition to his own vote. Subject to the provisions later. (e) The office of these Articles, an alternate Alternate Director shall be deemed for all purposes to vacated under the circumstances, mutatis mutandis, set forth in Article 22.4, and such office shall ipso facto be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be vacated if the agent office of the director who appointed such Alternate Director appointing himis vacated, for any reason. 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. Any Director (but not Each Shareholder shall be entitled at any time and from time to time to appoint a person to act as an alternate Director) may in writing appoint another Person director for each Director nominated by such Shareholder and to be his alternate and revoke terminate the appointment of such alternate director in compliance with the Articles. Such alternate director shall be appointed with the consent of the other Shareholder, which consent shall not be unreasonably withheld. Such alternate director shall be entitled while holding office as such to receive all notices of meetings of the Board and to attend and vote as a Director at any such meetings at which the Director for whom such alternate director is acting as an alternate appointed is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of his appointment as could have been exercised by himsuch absent Director. Such appointment or removal Further, such alternate director shall be by notice entitled to exercise the Office signed vote of any such Director at any meetings of the Board and if such alternate director represents more than one Director such alternate director shall be counted for quorum purposes by the number of Directors he represents and shall be entitled to one vote for every Director making or revoking the appointment or in he represents. In addition, each Shareholder acknowledges and agrees that any other manner Director nominated by such Shareholder and approved by the Directorsother Shareholder may be appointed as the alternate director of any one or more of the other Director or Directors nominated by such Shareholder. The Company - CSM - Lucent Confidential 26 (G) Chairman For so long as CSM's Shareholding Percentage is at least 49 per cent., and the Chairman of the Board shall be effective on the date the notice is serveda Director nominated by CSM and approved by Lucent. Subject to the removal by the appointing DirectorArticles, the alternate Chairman of the Board shall continue in office until be responsible for coordinating the date on which activities of the Director who appointed him ceases to be a Director. Save Board of Directors, such as: (i) introducing proposals to the extent provided otherwise in Board of Directors on matters which require Board of Directors' approval; (ii) with the form of appointment, such alternate shall have authority to sign written resolutions on behalf advice and consent of the appointing Directorother Directors, but shall not be authorised to sign such written resolutions where they have been signed by setting the appointing Director, agenda for the Board of Directors' meetings; (iii) convening and to act in such Director’s place presiding 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 Board of Directors; (iv) presiding at general meetings of committees of Directors of which his appointor is a member as shareholders; and (v) circulating minutes for approval by the alternate Directors. The Chairman of the Director appointing him and where he is a Director to Board shall not have a separate second or casting 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 empowered to be bind the agent Company. The Board of Directors shall select from among its members a Vice Chairman of the Director appointing him. The remuneration of such alternate Board who shall be payable out act for the Chairman of the remuneration of Board in the Director appointing him and the proportion thereof shall be agreed between themevent he is absent from or unable to act in any meeting.

Alternate Director. Any (a) Creador II and Class B Shareholder shall be entitled to seek the appointment, removal or substitution of any Person in place of the Creador II Nominee Director and Class B Nominee Director(s) respectively, from time to time, to act as an alternate Director to the Creador II Nominee Director or Class B Nominee Director (but not an alternate “Creador II Alternate Director) ” or “ Class B Alternate Director(s)”), as the case may in writing appoint another Person to be his alternate and revoke the be. The appointment of an alternate appointed by him. Such appointment Creador II Alternate Director or removal Class B Alternate Director(s) shall be made in accordance with the Applicable Law. The Board shall ensure that the person nominated by notice to Creador II or Class B Shareholder is appointed as the Office signed Creador II Alternate Director or Class B Alternate Director(s) immediately upon Notification by the Creador II or Class B Shareholder, as the case may be. The Company shall within 5 (five) Business Days of Notification in this regard complete all corporate and regulatory formalities regarding the appointment, removal or substitution of the Creador II Alternate Director making or revoking the appointment Class B Alternate Director(s). (b) The Creador II Alternate Director or in any other manner approved by the Directors, and Class B Alternate Director(s) shall be effective on considered for 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 constitution 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, quorum 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 such meetings, as applicable in place of the Directors Creador II Nominee Director or Class B Nominee Director, as the case may be and meetings generally perform all functions of committees the Creador II Nominee Director or Class B Nominee Director in his absence. Upon the appointment of Directors the Creador II Alternate Director or Class B Alternate Director(s), all Notices and other materials that are circulated to the Creador II Nominee Director or Class B Nominee Director, as the case may be shall also be circulated to the Creador II Alternate Director or Class B Alternate Director(s). (c) Creador II Alternate Director and Class B Alternate Director shall be entitled to exercise all the powers of which his the appointor is a member in their place (except the power to appoint an alternate Director) and to sign annual statutory accounts and any Directors’ resolutions in writing in place of the appointor. The same Person may be appointed as the alternate Director of the more than one Director appointing him and where he is a such alternate Director shall be entitled at Directors’ Meeting to have a separate one vote for every Director whom he represents (in addition to his own votevote if he is also a Director). Subject to the provisions of these Articles, an An alternate Director shall be deemed counted for all purposes the purpose of reckoning whether a valid quorum is present at any Meeting attended by him at which he is entitled to be vote. An alternate Director shall not require any share qualification, and shall ipso facto vacate office if the appointor vacates office as a Director and or if the appointor removes the appointee from office. Any appointment or removal under this Clause shall alone be responsible for his own acts and defaults and shall not be deemed to be effected by notice in writing under the agent hand of the Director appointing him. The remuneration of such alternate shall be payable out of making the remuneration of the Director appointing him and the proportion thereof shall be agreed between themsame.