Common use of Alternate Directors Clause in Contracts

Alternate Directors. (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

Alternate Directors. (a) Subject to the remainder of this Section 8.12, each Class A Nominating Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Nominating Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

Alternate Directors. 28.1 Any Director (aother than an alternate Director) may appoint any other Director, or any other person approved by resolution of two-thirds of the entire Board and willing to act and permitted by Law to do so, to be an alternate Director and may remove an alternate Director appointed by him from his appointment as alternate Director. Subject to the remainder foregoing, a Director may appoint more than one alternate and a person may act as alternate for more than one Director. A Director may appoint an alternate director by sending a signed written notice of this Section 8.12appointment to the office or to an address specified by the Company or by tabling it at a meeting of the Directors, each Class A Member entitled to nominate one or more Directors in such other way as the Board shall approve. 28.2 An alternate Director shall be entitled to nominate an alternate for each receive notices of meetings of the Directors and of committees of the Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director appointing him is not present but at which meeting such Director that such Class A Member is would be entitled to nominate (each such alternatevote, an “Alternate Director”), who shall be deemed elected as such and shall have generally to perform all of the right to serve, act and vote functions of his appointor as a Director in his absence, but shall not (unless the absence Company by ordinary resolution otherwise determines) be entitled to any fees for his services as an alternate Director. If an alternate Director is himself a Director, or he attends any meeting as an alternate Director for more than one Director, he can vote cumulatively for himself and for each other Director he represents but he cannot be counted more than once for the purposes of the principal quorum. 28.3 An alternate Director from time shall cease to timebe an alternate Director if his appointor ceases to be a Director. Such Alternate If a Director retires but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate Director made by him which was in force immediately prior to his retirement shall continue after his reappointment. 28.4 An alternate Director shall cease to be an alternate Director on the occurrence (in relation to the alternate Director) of any event which, if it occurred in relation to his appointor, would result in the termination of the appointor’s appointment as Director. 28.5 An appointment or removal of an alternate Director shall be permitted by notice in writing to attend all meetings of the Board even if Company signed by the principal Director is present at such meetings. If a principal Director is present at a meetingmaking or revoking the appointment or in any other manner approved by the Board. 28.6 Save as otherwise provided in these Articles, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and alternate Director: (a) shall be counted toward the quorum at such meeting. If deemed for all purposes to be a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter.; (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to alone be an Alternate Director.responsible for his own acts and omissions; (c) The Company shall provide shall, in addition to each Alternate Director copies of all noticesany restrictions which may apply to him personally, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1.same restrictions as his appointor; and (d) The provisions shall not be deemed to be the agent of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate DirectorsDirector appointing him. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

Alternate Directors. (a) Subject Any Director may appoint by writing under his hand any person (including another Director) to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an his alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter provided always (i) recuses himself or herself from that no such appointment of a vote on any particular matter, the Alternate person other than a Director for such Director, if present at such meeting, as an alternate shall be allowed to vote as a Director on operative unless and until such matter, or appointment shall have been approved by resolution of the Directors and (ii) leaves such meeting, the Alternate that any Director for such Director, if present at such meeting, shall sit who is an EU National may only appoint a person who is an EU National as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matterhis alternate. (b) If An alternate Director shall be entitled, subject to his giving to the Company an address within the State, the United Kingdom or the United States of America, to receive notices of all meetings of the Directors and of all meetings of committees of Directors of which his appointor is a Class A Member ceases member, to have attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointor to exercise all the powers, rights, duties and authorities of his appointor as a Director (other than the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be appoint an Alternate Directoralternate hereunder). (c) The Company shall provide to each Alternate Director copies of all noticesSave as otherwise provided in these Articles, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate an alternate Director shall be subject deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the confidentiality obligations set forth in Section 11.1Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him. (d) The provisions A Director may revoke at any time the appointment of Section 8.4(c)any alternate appointed by him. If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine but if a Director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, Section 8.4(d) and Section 8.8 any appointment of an alternate Director made by him which was in force immediately prior to his retirement shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directorscontinue after his re-appointment. (e) The initial Alternate Any appointment or revocation pursuant to this Article 80 may be sent by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the Directors for and may bear a printed or facsimile signature of the initial principal Directors shall be as set forth on Exhibit B.Director making such appointment or revocation or in any other manner approved by the Directors.

Alternate Directors. (a) 24.1 A Director may appoint and remove his own Alternate Director. Any appointment or removal of an Alternate Director by a Director shall be effected by delivery of a written notice of appointment or removal to the Secretary at the Registered Office, signed by such Director, and such notice shall be effective immediately upon receipt or on any later date specified in that notice. Any Alternate Director may be removed by resolution of the Board. Subject to aforesaid, the remainder office of this Section 8.12Alternate Director shall continue until the next annual election of Directors or, each Class A Member entitled if earlier, the date on which the relevant Director ceases to nominate be a Director. An Alternate Director may also be a Director in his own right and may act as alternate to more than one or more Directors Director. 24.2 An Alternate Director shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled receive notices of all meetings of Directors, to nominate (each such alternateattend, an “Alternate Director”), who shall be deemed elected as such and shall have counted in the right to serve, act quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence. 24.3 Every person acting as a Director in the absence of the principal Director from time to time. Such an Alternate Director shall (except as regards powers to appoint an alternate and remuneration) be permitted to attend subject in all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, respects to the provisions of Section 8.16 which would prohibit such these Bye-Laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate. An Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member may be paid expenses and shall immediately cease be entitled to be an Alternate Director. (c) The indemnified by the Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each same extent mutatis mutandis as if he were a Director. Every person acting as an Alternate Director shall be subject have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). The signature of an Alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the terms of his appointment provides to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c)contrary, Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.effective as the signature of the Director or Directors to whom he is alternate.

Alternate Directors. (a) Subject A Director may, by written notice to the remainder of this Section 8.12Company, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate appoint an alternate for each such Director that such Class A Member is entitled himself (in these Articles referred to nominate (each such alternate, as an “Alternate Director”), who shall be deemed elected as remove such Alternate Director and shall have the right to serve, act and vote as a appoint another Alternate Director in the absence place of the principal Director from time to time. Such any Alternate Director shall be permitted appointed by him whose office has been vacated for any reason whatsoever. Unless the appointing Director, by the instrument appointing an Alternate Director or by written notice to attend all meetings the Company, limits such appointment to a specified period of time or restricts it to a specified meeting or action of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meetingof Directors, or otherwise restricts its scope, the Alternate Director appointment shall be for such Director shall attend as an observer, shall not be counted towards the quorum at such meetingindefinite period, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matterall purposes. (b) If a Class A Member ceases Any notice given to have the right Company pursuant to nominate a Director as provided in this AgreementArticle 47(a) shall become effective on the date fixed therein, any or upon the delivery thereof to the Company, whichever is later. (c) An Alternate Director nominated by such Class A Member shall immediately cease to be have all the rights and obligations of the Director who appointed him, provided, however, that he may not in turn appoint an alternate for himself, and provided further, that an Alternate Director shall have no standing at any meeting of the Board of Directors or any committee thereof while the Director who appointed him is present. (d) Any person that meets the qualifications of a director under the Companies Law may act as an Alternate Director. One person may act as an Alternate Director for more than one Director, and a person serving as a director of the Company may act as an Alternate Director. (ce) An Alternate Director shall have the duties and responsibility of a Director. The appointment of an Alternate Director shall not negate the responsibility of the Director who appointed him. (f) The Company shall provide to each Alternate Director copies office of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each an Alternate Director shall be subject to vacated under the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directorscircumstances, mutatis mutandis, as set forth in Article 44, and such office shall ipso facto be vacated if the references Director who appointed such Alternate Director ceases to Directors therein were references to Alternate Directorsbe a Director. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

Alternate Directors. 40.1 A Director may at any time appoint any person (aincluding another Director) Subject to be his Alternate Director and may at any time terminate such appointment. An appointment and a termination of appointment shall be by notice in writing signed by the remainder Director and deposited at the Registered Office or delivered at a meeting of this Section 8.12the Directors. 40.2 The appointment of an Alternate Director shall determine on the happening of any event which, each Class A Member entitled if he were a Director, would cause him to nominate one vacate such office or more Directors if his appointor ceases for any reason to be a Director. 40.3 An Alternate Director shall be entitled to nominate an alternate for each such Director that such Class A Member is receive notices of meetings of the Directors and shall be entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act attend and vote as a Director in at any such meeting at which his appointor is not personally present and generally at such meeting to perform all the absence functions of his appointor as a Director; and for the purposes of the principal proceedings at such meeting these Articles shall apply as if he (instead of his appointor) were a Director, save that he may not himself appoint an Alternate Director from time or a proxy. 40.4 If an Alternate Director is himself a Director or attends a meeting of the Directors as the Alternate Director of more than one Director, his voting rights shall be cumulative. 40.5 Unless the Directors determine otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Directors on which his appointor serves; and the provisions of this Article shall apply equally to time. Such such committee meetings as to meetings of the Directors. 40.6 If so authorised by an express provision in his notice of appointment, an Alternate Director may join in a written resolution of the Directors adopted pursuant to these Articles and his signature of such resolution shall be as effective as the signature of his appointor. 40.7 Save as provided in these Articles an Alternate Director shall be permitted not, as such, have any power to attend all meetings of the Board even if the principal act as a Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, or to represent his appointor and shall not be counted towards the quorum at such meeting, and shall not have the right deemed to act or vote as be a Director at such meeting. If a principal for the purposes of these Articles. 40.8 A Director who is not present at a meeting of the Directors, and whose Alternate Director (if any) is not present at the meeting, may be represented at the Alternate Director for such Director shall attend as meeting by a full Director proxy duly appointed, in which event the presence and be entitled to vote and act as a Director at such meeting and of the proxy shall be counted toward deemed to be that of the quorum at such meetingDirector. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to All the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have these Articles regulating the right to nominate a Director as provided in this Agreement, any Alternate Director nominated appointment of proxies by such Class A Member Members shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided apply equally to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions appointment of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate proxies by Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

Alternate Directors. (a) Subject to this Constitution and with the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings prior approval of the Board even if the principal any Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter may appoint: (i) recuses himself any person or herself from a vote on any particular matter, the Alternate another Director for to be an alternate or substitute director in their place during such Director, if present at such meeting, shall be allowed to vote period as a Director on such matter, or they think fit; and (ii) leaves such meeting, a second person or Director to be an alternate or substitute director to replace the Alternate Director for such Director, first appointed alternate or substitute director if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, they are unable or unwilling to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matteract. (b) If The appointment takes effect on approval by a Class A Member ceases to have majority of the right to nominate a Director as provided other Directors or, where the approval has been granted, at any later time specified in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Directorthe appointment. (c) The Company Any alternate or substitute director shall provide be entitled to each Alternate notice of meetings of Directors, to attend and vote at such meetings and to exercise all the powers (except the power to appoint an alternate or substitute director) of the appointor in their place, to the extent that the Director copies of all notices, board materials, reports, minutes and consents by whom the alternate or substitute director was appointed has not exercised or performed them or they have not been limited by the instrument appointing the alternate or substitute director. An alternate or substitute director immediately vacates office if the appointor vacates or is removed from office. Any appointment or removal under this clause shall be effected by receipt at the time and Office of a notice in writing signed by the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1appointor. (d) The provisions of Section 8.4(c), Section 8.4(d) An alternate director who is also a Director in their own right shall be entitled to vote in their own capacity as Director and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directorsagain for each alternate directorship held. (e) The initial Alternate An alternate director of a Director who is the Chair is by that reason alone entitled to act as Chair. (f) An alternate director is entitled to be reimbursed under clause 12 as if the alternate director were a Director. (g) An alternate director is not to be taken into account in determining the number of Directors or rotation of Directors. (h) An alternate director is, while acting as a Director, responsible to ACON Health for the initial principal Directors shall be as set forth on Exhibit B.alternate director's own acts and defaults and is not the agent of the Director by whom the alternate director was appointed.

Alternate Directors. 40.1 A Director may at any time appoint any person (aincluding another Director) Subject to be his Alternate Director and may at any time terminate such appointment. An appointment and a termination of appointment shall be by notice in writing signed by the remainder Director and deposited at the Registered Office or delivered at a meeting of this Section 8.12the Directors. 40.2 The appointment of an Alternate Director shall determine on the happening of any event which, each Class A Member entitled if he were a Director, would cause him to nominate one vacate such office or more Directors if his appointor ceases for any reason to be a Director. 40.3 An Alternate Director shall be entitled to nominate an alternate for each such Director that such Class A Member is receive notices of meetings of the Directors and shall be entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act attend and vote as a Director in at any such meeting at which his appointor is not personally present and generally at such meeting to perform all the absence functions of his appointor as a Director; and for the purposes of the principal proceedings at such meeting these Articles shall apply as if he (instead of his appointor) were a Director, save that he may not himself appoint an Alternate Director from time or a proxy. 40.4 If an Alternate Director is himself a Director or attends a meeting of the Directors as the Alternate Director of more than one Director, his voting rights shall be cumulative. 40.5 Unless the Directors determine otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Directors on which his appointor serves; and the provisions of this Article 40 shall apply equally to time. Such such committee meetings as to meetings of the Directors. 40.6 If so authorised by an express provision in his notice of appointment, an Alternate Director may join in a written resolution of the Directors adopted pursuant to these Articles and his signature of such resolution shall be as effective as the signature of his appointor. 40.7 Save as provided in these Articles, an Alternate Director shall be permitted not, as such, have any power to attend all meetings of the Board even if the principal act as a Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, or to represent his appointor and shall not be counted towards the quorum at such meeting, and shall not have the right deemed to act or vote as be a Director at such meeting. If a principal for the purposes of these Articles. 40.8 A Director who is not present at a meeting of the Directors, and whose Alternate Director (if any) is not present at the meeting, may be represented at the Alternate Director for such Director shall attend as meeting by a full Director proxy duly appointed, in which event the presence and be entitled to vote and act as a Director at such meeting and of the proxy shall be counted toward deemed to be that of the quorum at such meetingDirector. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to All the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have these Articles regulating the right to nominate a Director as provided in this Agreement, any Alternate Director nominated appointment of proxies by such Class A Member Members shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided apply equally to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions appointment of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate proxies by Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

Alternate Directors. (a) Subject A director may, with the approval of a majority of the other directors, appoint a person to be the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an director’s alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such period and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, terms as the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matterdirector decides. (b) If a Class A Member ceases to have The Board may impose conditions on the right to nominate a Director as provided in this Agreementappointment of an alternate director, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Directorincluding the terms on which the alternate is appointed. (c) The Company shall provide to each Alternate Director copies of all noticesAn alternate director may, board materialsbut need not be, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1a member. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, A person may act as if the references to Directors therein were references to Alternate Directorsan alternate director for more than one director. (e) An alternate is not an agent of the director appointing the alternate. (f) The initial Alternate Directors Company is not responsible for ensuring that the initial principal Directors shall terms of appointment of an alternate are complied with and accordingly, is not liable if those terms are not complied with. (g) An alternate is not entitled to receive any fee (or other remuneration) from the Company for services performed as an alternate but will be entitled to reimbursement for reasonable costs and expenses incurred in connection with attendance at meetings of the directors. (h) If the notice appointing the alternate provides that the alternate is to receive notice of Board meetings, the Company must provide each alternate with notice. By notice to the Company, the director who appointed an alternate may at any time require that the notice of Board meetings cease to be given to the alternate. (i) If an appointing director is not present at any meeting of the directors, that director’s alternate director may exercise any powers that the appointing director may exercise. (j) An alternate director is entitled, if the appointing director does not attend a meeting of the directors, to attend and vote in place of the appointing director. (k) An alternate is entitled to a vote for each director that the alternate represents in addition to any vote the alternate may have as set forth on Exhibit B.a director in the alternate’s own right. (l) A director who appointed an alternate may terminate or suspend the appointment of the alternate at any time by notice to the alternate, the directors and the Company. (m) An alternate may terminate the alternate’s appointment at any time by notice to the directors and the Company. (n) A termination of appointment does not take effect until the Company has received notice of termination. (o) An alternate ceases to be an alternate if the person who appointed that alternate ceases to be a director.

Alternate Directors. (a) Subject A Director may, by written notice to the remainder of this Section 8.12Company, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate appoint an alternate for each such Director that such Class A Member is entitled himself (in these Articles referred to nominate (each such alternate, as an “Alternate Director”), who shall be deemed elected as remove such Alternate Director and shall have the right to serve, act and vote as a appoint another Alternate Director in the absence place of the principal Director from time to time. Such any Alternate Director shall be permitted appointed by him whose office has been vacated for any reason whatsoever. Unless the appointing Director, by the instrument appointing an Alternate Director or by written notice to attend all meetings the Company, limits such appointment to a specified period of time or restricts it to a specified meeting or action of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meetingof Directors, or otherwise restricts its scope, the Alternate Director appointment shall be for such Director shall attend as an observer, shall not be counted towards the quorum at such meetingindefinite period, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matterall purposes. (b) If a Class A Member ceases Any notice to the Company pursuant to Article 46(a) shall be given in person to, or by sending the same by mail to the attention of, the General Manager of the Company at the principal office of the Company or to such other person or place as the Board of Directors shall have determined for such purpose, and shall become effective on the right to nominate a Director as provided in this Agreementdate fixed therein, any Alternate Director nominated or upon the receipt thereof by such Class A Member shall immediately cease to be an Alternate Directorthe Company at the place specified above, whichever is later. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each An Alternate Director shall be subject have all the rights and obligations of the Director for whom the substitute is appointed; provided, however, that (i) he may not in turn appoint an alternate for himself (unless the instrument appointing him expressly provides otherwise), (ii) an Alternate Director shall have no standing at any meeting of the Board of Directors or any Committee of the Board of Directors while the Director for whom the substitute is appointed him is present, and (iii) the Alternate Director is not entitled to the confidentiality obligations set forth in Section 11.1remuneration. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Any natural person that does not act as a Director but that is so qualified may act as an Alternate Directors, mutatis mutandis, Director. One person may not act as if the references to Directors therein were references to Alternate DirectorsDirector for more than one Director. (e) An Alternate Director shall alone be responsible for his own acts and defaults, and he shall not be deemed the agent of the Director who appointed him. (f) The initial office of an Alternate Directors for the initial principal Directors Director shall be as vacated under the circumstances, mutatis mutandis, set forth on Exhibit B.in Article 43, and such office shall ipso facto be vacated if the Director who appointed such Alternate Director ceases to be a Director.

Alternate Directors. (a) Subject to A Director may, with the remainder approval of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence majority of the principal Director from time other Directors, appoint a person to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Director's Alternate Director for such period as the Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matterdecides. (b) If An Alternate Director may, but need not, be a Class A Member ceases to have the right to nominate or a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Directorof the Company. (c) The Company shall provide to each One person may act as Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1more than 1 Director. (d) The provisions In the absence of Section 8.4(c)the appointor, Section 8.4(dan Alternate Director may exercise any powers (except the power to appoint an Alternate Director) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if that the references to Directors therein were references to Alternate Directorsappointor may exercise. (e) The initial An Alternate Directors Director is entitled, if the appointor does not attend a meeting of Directors, to attend and vote in place of and on behalf of the appointor. (f) An Alternate Director is entitled to a separate vote for each Director the Alternate Director represents in addition to any vote the Alternate Director may have as a Director in his or her own right. (g) While acting as a Director, an Alternate Director: (i) is an officer of the Company and not the agent of the appointor; and (ii) is responsible to the exclusion of the appointor for the initial principal Alternate Director’s own acts and defaults. (h) The office of an Alternate Director is vacated if and when the appointor vacates office as a Director. (i) The appointment of an Alternate Director may be terminated or suspended at any time by the appointor or by a majority of the other Directors. (j) An appointment, or the termination or suspension of an appointment of an Alternate Director, must be in writing and signed and takes effect only when the Company has received notice in writing of the appointment, termination or suspension. (k) An Alternate Director is not to be taken into account in determining the minimum or maximum number of Directors shall allowed or the rotation of Directors under this Constitution. (l) In determining whether a quorum is present at a meeting of Directors, an Alternate Director who attends the meeting is to be counted as set forth a Director for each Director on Exhibit B.whose behalf the Alternate Director is attending the meeting. (m) An Alternate Director is not entitled to receive any remuneration as a Director from the Company otherwise than out of the remuneration of the Director appointing the Alternate Director but is entitled to travelling, hotel and other expenses reasonably incurred for the purpose of attending any meeting of Directors at which the appointor is not present.

Alternate Directors. (a1) Subject The number of Alternate Directors of the Company may be fixed by the Board from time to time. The Alternate Directors shall be nominated and elected by the remainder Members in accordance with the provisions of this Section 8.12the Agreement Among Members at any special or general meeting called for the purpose or pursuant to Bye-law 17. The Alternate Directors will serve as alternatives for the Directors designated by the Members in accordance with the provisions of the Agreement Among Members. (2) The incumbency of an Alternate Director shall terminate on the happening of any event which, each Class A Member entitled if he were a Director, would cause him to nominate one vacate such office or more Directors if the Director for whom such Alternate Director was nominated and elected ceases for any reason to be a Director. (3) An Alternate Director shall be entitled to nominate an alternate for each such Director that such Class A Member is receive notices of meetings of the directors and shall be entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act attend and vote as a Director in at any such meeting at which the absence Director for whom such Alternate Director was nominated and elected is not personally present and generally at such meeting to perform all the functions of a Director; and for the purposes of the principal proceedings at such meeting these Amended and Restated Bye-laws shall apply as if he (instead of the Director from time to time. Such for whom such Alternate Director shall be permitted to attend all meetings was appointed) were a Director, save that he may not himself appoint an Alternate Director or a proxy. (4) If an Alternate Director is himself a Director or attends a meeting of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, Directors as the Alternate Director for of more than one Director, his or her voting rights shall be cumulative but such Director shall attend as an observer, person shall not be counted towards more than once in determining whether or not a quorum is present. (5) Unless the quorum at such meetingDirectors determine otherwise, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the an Alternate Director may also represent the Director for whom such Alternate Director was nominated and elected at meetings of any committee of the Directors on which the Director for whom such Alternate Director was nominated and elected serves; and the provisions of this Bye-law 15 shall apply equally to such committee meetings as to meetings of the Directors. (6) Save as provided in these Amended and Restated Bye-laws an Alternate Director shall attend not, as a full Director and be entitled such, have any power to vote and act as a Director at or to represent the Director for whom such meeting Alternate Director was nominated and elected and shall not be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall deemed to be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder purposes of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matterthese Amended and Restated Bye-laws. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

Alternate Directors. 40.1 A Director may at any time appoint any person (aincluding another Director) Subject to be his Alternate Director and may at any time terminate such appointment. An appointment and a termination of appointment shall be by notice in writing signed by the remainder Director and deposited at the Registered Office or delivered at a meeting of this Section 8.12the Directors. 40.2 The appointment of an Alternate Director shall determine on the happening of any event which, each Class A Member entitled if he were a Director, would cause him to nominate one vacate such office or more Directors if his appointor ceases for any reason to be a Director. 40.3 An Alternate Director shall be entitled to nominate an alternate for each such Director that such Class A Member is receive notices of meetings of the Directors and shall be entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act attend and vote as a Director in at any such meeting at which his appointor is not personally present and generally at such meeting to perform all the absence functions of his appointor as a Director; and for the purposes of the principal proceedings at such meeting these Articles shall apply as if he (instead of his appointor) were a Director, save that he may not himself appoint an Alternate Director from time or a proxy. 40.4 If an Alternate Director is himself a Director or attends a meeting of the Directors as the Alternate Director of more than one Director, his voting rights shall be cumulative. 40.5 Unless the Directors determine otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Directors on which his appointor serves; and the provisions of this Article shall apply equally to time. Such such committee meetings as to meetings of the Directors. 40.6 If so authorised by an express provision in his notice of appointment, an Alternate Director may join in a written resolution of the Directors adopted pursuant to these Articles and his signature of such resolution shall be as effective as the signature of his appointor. 40.7 Save as provided in these Articles an Alternate Director shall be permitted not, as such, have any power to attend all meetings of the Board even if the principal act as a Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, or to represent his appointor and shall not be counted towards the quorum at such meeting, and shall not have the right deemed to act or vote as be a Director at such meeting. If a principal for the purposes of these Articles. 40.8 A Director who is not present at a meeting of the Directors, and whose Alternate Director (if any) is not present at the meeting, may be represented at the Alternate Director for such Director shall attend as meeting by a full Director proxy duly appointed, in which event the presence and be entitled to vote and act as a Director at such meeting and of the proxy shall be counted toward deemed to be that of the quorum at such meetingDirector. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to All the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have these Articles regulating the right to nominate a Director as provided in this Agreement, any Alternate Director nominated appointment of proxies by such Class A Member Members shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided apply equally to the appointment of proxies by Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.. Exhibit

Alternate Directors. (a) Subject to Each Substantive Director, other than the remainder independent directors, shall have an Alternate Director who, following nomination by the same Member or Members of this Section 8.12the Agency, each Class A Member entitled to nominate one or more Directors shall be entitled appointed by the General Meeting (at an ordinary General Meeting) for a term of up to nominate an alternate for each such Director that such Class A Member is entitled to nominate three (each such alternate, an “Alternate Director”), who 3) years and shall be deemed elected eligible for re-election as such and shall have the right an Alternate Director for one (1) more term only of up to serve, act and vote as a Director in the absence of the principal Director from time to time. Such three (3) years. (b) An Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right full power to act or vote as a for the Substantive Director at to whom that person is an alternate if such meeting. If a principal Substantive Director is not present at a meeting, meeting of the Board. Any Alternate Director for such may participate in the meetings of the Board of Directors but may vote only in the absence of the Substantive Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, whom that person is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Directoralternate. (c) The Company shall provide to each An Alternate Director copies may vacate office before the expiry of all noticestheir term if they resign, board materials, reports, minutes and consents at the time and in the manner as they are provided become disqualified to the Directors; provided that each continue to be an Alternate Director shall under this Agreement or if the Member or Members of the Agency who nominated the Alternate Director so decides and notifies the Agency in a manner to be subject to prescribed in such rules and regulations as may be established by the confidentiality obligations set forth in Section 11.1General Meeting. (d) The provisions Where an Alternate Director vacates office before the expiry of Section 8.4(c)their term by resignation, Section 8.4(d) and Section 8.8 shall apply by reason of death, becomes disqualified to continue to be an Alternate DirectorsDirector under this Agreement, mutatis mutandis, as or if the references Member or Members of the Agency who nominated the Alternate Director so decide, then the Member or Members of the Agency who nominated the concerned Alternate Director may nominate a person to Directors therein were references be appointed by the next ordinary General Meeting to serve for the remainder of the original Alternate DirectorsDirector's term. (e) The initial At the expiry of the term of service of an Alternate Director, the concerned Alternate Director shall continue to serve on the Board of Directors for pending renewal of their tenure or appointment of a successor by the initial principal Directors shall be as set forth on Exhibit B.next ordinary General Meeting.