Common use of Alternate Directors Clause in Contracts

Alternate Directors. 30.1 Any Director may by writing appoint any other Director, or other person willing to act, to be his alternate and remove his alternate so appointed by him. Such appointment or removal shall be by notice to the Registered 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 and the alternate shall be notified of such appointment or revocation. 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. An alternate may also be a Director in his own right and may act as alternate to more than one Director. 30.2 An alternate shall be entitled to receive notice of all meetings of the Directors, attend, be counted in the quorum, vote and act in the place of the Director who appointed him at every such meeting at which the appointing Director is not personally present, and generally to perform all the functions of the Director who appointed him as a Director in his absence. 30.3 These Articles (except as regards powers to appoint an alternate and remuneration) apply equally to the alternate as though he were the Director in his own right. 30.4 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 signature of an alternate to any resolution in writing of the Directors or a committee thereof shall, unless the terms of the appointment provide to the contrary, be as effective as the signature of each Director to whom he is alternate Director.

Alternate Directors. 30.1 Any Director may by writing from time to time and at any time appoint any person (not disapproved by a majority of the other Director, or other person willing to act, Directors for the time being) to be his alternate and remove his alternate so appointed by him. Such appointment or removal shall be by notice to the Registered Office signed by the Director making or revoking the appointment or in any other manner approved by the DirectorsDirector, and shall be effective on the date the notice is served and the alternate shall be notified of may at any time terminate such appointment or revocation. 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 Directorappointment. An alternate may also Director so appointed shall not be a Director in his own right and may act as alternate entitled to more than one Director. 30.2 An alternate receive any remuneration from the Company, but shall be entitled to receive notice notices of and attend all meetings of the Directors, attend, be counted in the quorum, and to vote and act in the place of the as a Director who appointed him at every any such meeting at which the Director appointing Director him is not personally present, and generally in the absence of his appointor to perform all the functions of the Director who appointed him his appointor as a Director in his absence. 30.3 These Articles (except as regards powers to appoint an alternate and remuneration) apply equally to the alternate as though he were the Director in his own right. 30.4 Director. An alternate Director shall ipso facto cease to be deemed an alternate Director if his appointor ceases for all purposes any reason to be a Director. All appointments and removals of alternate Directors made by any Director in pursuance of the provisions of this Article shall be in writing under the hand of the Director making the same and left at the Office. Any appointment of an alternate Director if made by cable, telegram, telex or facsimile sent to the Office shall alone be responsible for his own acts confirmed within three months from the date of such cable, telegram, telex or facsimile by a written notice complying with the above mentioned requirements, and defaults any act done by the alternate Director named in such cable, telegram, telex or facsimile between the date thereof and the date of the receipt within the prescribed period by the Company of the written notice shall be as valid and effectual as if such alternate Director had been duly appointed in the first instance, whether such written notice shall be received by the Company within the prescribed period or not. An alternate Director shall not be deemed required to be the agent of the Director appointing him. The signature of an alternate to hold any resolution in writing of the Directors or a committee thereof shall, unless the terms of the appointment provide to the contrary, be as effective as the signature of each Director to whom he is alternate Directorshare qualification.

Alternate Directors. 30.1 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be his an alternate Director and by writing may remove his from office an alternate Director so appointed by him. Such them. 35.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which their appointor is a member, to attend and vote at every such meeting at which the Director appointing them is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of their appointor as a Director in their absence. 35.3 An alternate Director shall cease to be an alternate Director, if their appointor ceases to be a Director. 35.4 Any appointment or removal of an alternate Director shall be by notice to the Registered Office Company 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 and the alternate shall be notified of such appointment or revocation. . 35.5 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. An alternate may also be a Director in his own right and may act as alternate to more than one Director. 30.2 An alternate shall be entitled to receive notice of all meetings provisions of the DirectorsArticles, attend, be counted in the quorum, vote and act in the place of the Director who appointed him at every such meeting at which the appointing Director is not personally present, and generally to perform all the functions of the Director who appointed him as a Director in his absence. 30.3 These Articles (except as regards powers to appoint an alternate and remuneration) apply equally to the alternate as though he were the Director in his own right. 30.4 An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his their own acts and defaults and shall not be deemed to be the agent of the Director appointing him. The signature of them. 35.6 Subject to Article 28.5, if the Board reasonably determines in its sole discretion that an alternate Director of a Shareholder Director has or is reasonably likely to have a conflict of interest with any resolution in writing of Group Company or any business conducted by any Group Company, the Directors Board may cause the appointing Director to suspend or a committee thereof shall, unless the terms of terminate the appointment provide to the contraryof such alternate Director or exclude such alternate Director from relevant Board Meetings, be as effective as the signature of each Director to whom he is or withhold competitively sensitive information from such alternate Director.

Alternate Directors. 30.1 Any 40.1 A Director may by writing at any time appoint any other person (including another Director, or other person willing to act, ) to be his alternate Alternate Director and remove his alternate so appointed by himmay at any time terminate such appointment. Such An appointment or removal and a termination of appointment shall be by notice to the Registered Office in writing signed by the Director making and deposited at the Registered Office or revoking the appointment or in any other manner approved by delivered at a meeting of the Directors, and . 40.2 The appointment of an Alternate Director shall be effective determine on the date the notice is served and the alternate shall be notified happening of such appointment or revocation. Subject to the removal by the appointing any event which, if he were a Director, the alternate shall continue in would cause him to vacate such office until the date on which the Director who appointed him or if his appointor ceases for any reason to be a Director. An alternate may also be a Director in his own right and may act as alternate to more than one Director. 30.2 40.3 An alternate Alternate Director shall be entitled to receive notice notices of all meetings of the Directors, attend, Directors and shall be counted in the quorum, entitled to attend and vote and act in the place of the as a Director who appointed him at every any such meeting at which the appointing Director his appointor is not personally present, present and generally at such meeting to perform all the functions of the Director who appointed him his appointor as a Director; and for the purposes of the 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 in his absenceor a proxy. 30.3 These Articles (except 40.4 If an Alternate Director is himself a Director or attends a meeting of the Directors as regards powers to appoint the Alternate Director of more than one Director, his voting rights shall be cumulative. 40.5 Unless the Directors determine otherwise, an alternate Alternate Director may also represent his appointor at meetings of any committee of the Directors on which his appointor serves; and remuneration) the provisions of this Article shall apply equally to such committee meetings as to meetings of the alternate as though he were the Director Directors. 40.6 If so authorised by an express provision in his own right. 30.4 An alternate notice of appointment, an Alternate Director shall be deemed for all purposes to be may join in 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 signature of an alternate to any written resolution in writing of the Directors or a committee thereof shall, unless the terms adopted pursuant to these Articles and his signature of the appointment provide to the contrary, such resolution shall be as effective as the signature of each Director to whom he is alternate Directorhis appointor.

Alternate Directors. 30.1 33.1 Any Director may by in writing appoint any other another person to be such Director’s 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, or other person willing but shall not be required to act, to be his alternate and remove his alternate so appointed by him. Such appointment or removal shall be by notice to the Registered Office sign such written resolutions where they have been 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 and the alternate shall be notified of such appointment or revocation. Subject to the removal by the appointing Director, the alternate shall continue and to act in office until the date on which the Director who appointed him ceases to be a such Director. An alternate may also be a Director in his own right and may act as alternate to more than one Director. 30.2 An alternate shall be entitled to receive notice of all meetings ’s place at any meeting of the Directors, attend, be counted in the quorum, vote and act in the place of the Director who appointed him at every such meeting Board at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Board as a Director when the Director appointing such alternate Director is not personally present. If a Director appoints another Director as an alternate, and generally to perform all the functions alternate Director shall have one vote on behalf of the Director who appointed him as a appointing Director in addition to his absence. 30.3 These Articles (except as regards powers to appoint or her own vote. A Director may at any time in writing revoke the appointment of an alternate and remuneration) apply equally to the appointed by such Director. Such alternate as though he were the Director in his own right. 30.4 An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own of the Company in respect of such times as the alternate acts and defaults as a Director, and shall not be deemed to be the agent of the Director appointing himDirector. Such alternate shall be entitled to all privileges and protections afforded Directors under these Articles, including Article 50, at all times he or she is acting as a Director. The signature remuneration of an such alternate to any resolution in writing shall be payable out of the Directors or a committee thereof shall, unless the terms remuneration of the appointment provide to appointing Director and the contrary, proportion thereof shall be as effective as the signature of each Director to whom he is alternate Directoragreed between them.

Alternate Directors. 30.1 Any Director (1) At any time FB Transportation and Textainer (or the Pledgee, as the case may by writing be) may appoint any other Director, a person or other person willing persons to act, to be his alternate and remove his alternate so appointed by him. Such appointment or removal shall be by notice to the Registered 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 and the alternate shall be notified of such appointment or revocation. 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. An alternate may also be act as a Director in his own right the alternative to one or more of the FB Transportation Directors or Textainer Directors (or the Pledgee Directors, as the case may be) (as the case may be) by written notice delivered to the Company’s registered office; provided, that only FB Transportation shall be permitted to appoint an Alternate Director for a FB Transportation Director and only Textainer (or the Pledgee, as the case may be) shall be permitted to appoint an Alternate Director for each Textainer Director (or each Pledgee Director, as the case may be). Unless the Members otherwise resolve, any Director may appoint a person or persons to act as alternate a Director in the alternative to himself or herself by notice in writing deposited with the Secretary. Any person so elected or appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than one Directoronce in determining whether or not a quorum is present. 30.2 (2) An alternate Alternate Director shall be entitled to receive notice of all meetings of the Directors, attend, be counted in the quorum, Board and to attend and vote and act in the place of the Director who appointed him at every any such meeting at which a Director for whom such Alternate Director was appointed in the appointing Director alternative is not personally present, present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed. (3) An Alternate Director shall cease to be such if the Director who for whom such Alternate Director was appointed him as a Director in his absence. 30.3 These Articles (except as regards powers to appoint an alternate and remuneration) apply equally to the alternate as though he were the Director in his own right. 30.4 An alternate Director shall be deemed ceases for all purposes any reason to be a Director and shall alone but may be responsible for his own acts and defaults and shall not be deemed to be re-appointed by the agent of the Director appointing him. The signature of an Board as alternate to any resolution the person appointed to fill the vacancy in writing of the Directors or a committee thereof shall, unless the terms of the appointment provide to the contrary, be as effective as the signature of each Director to whom he is alternate Directoraccordance with these Bye-laws.

Alternate Directors. 30.1 37.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be his an alternate Director and by writing may remove his from office an alternate Director so appointed by him. Such them. 37.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which their appointor is a member, to attend and vote at every such meeting at which the Director appointing them is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of their appointor as a Director in their absence. 37.3 An alternate Director shall cease to be an alternate Director if (a) their appointor ceases to be a Director, (b) the Director who appointed him revokes his appointment by notice delivered to the Board or to the registered office of the Company or in any other manner approved by the Board, or (c) in any event happens in relation to him which, if he were a Director of the Company, would cause his office as Director to be vacated. 37.4 Any appointment or removal of an alternate Director shall be by notice to the Registered Office Company 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 and the alternate shall be notified of such appointment or revocation. . 37.5 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. An alternate may also be a Director in his own right and may act as alternate to more than one Director. 30.2 An alternate shall be entitled to receive notice of all meetings provisions of the DirectorsArticles, attend, be counted in the quorum, vote and act in the place of the Director who appointed him at every such meeting at which the appointing Director is not personally present, and generally to perform all the functions of the Director who appointed him as a Director in his absence. 30.3 These Articles (except as regards powers to appoint an alternate and remuneration) apply equally to the alternate as though he were the Director in his own right. 30.4 An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his their own acts and defaults and shall not be deemed to be the agent of the Director appointing him. The signature of an alternate to any resolution in writing of the Directors or a committee thereof shall, unless the terms of the appointment provide to the contrary, be as effective as the signature of each Director to whom he is alternate Directorthem.

Alternate Directors. 30.1 Any Director may 26.1 The holders of the Reuters Shares shall be entitled, by notice in writing to the company and to the holders of the CME Shares, to appoint any other Directorperson as an alternate director to attend, speak and vote on behalf of any Reuters director at any one or other person willing to actmore meetings of the directors, to be his and may remove from office an alternate and remove his alternate director so appointed by him. Such appointment or removal them. 26.2 The holders of the CME Shares shall be entitled, by notice in writing to the Registered Office signed by company and to the Director making holders of the Reuters Shares, to appoint any person as an alternate director to attend, speak and vote on behalf of any CME director at any one or revoking more meetings of the appointment or in any other manner approved by the Directorsdirectors, and shall be effective on the date the notice is served and the may remove from office an alternate shall be notified of such appointment or revocation. Subject to the removal director so appointed 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. them. 26.3 An alternate may also be a Director in his own right and may act as alternate to more than one Director. 30.2 An alternate director shall be entitled to receive notice of all meetings of the Directorsdirectors and of all meetings of committees of directors of which his appointor is a member, attend, be counted in the quorum, to attend and vote and act in the place of the Director who appointed him at every any such meeting at which the director appointing Director him is not personally present, and generally to perform all the functions of the Director who appointed him his appointor as a Director director in his absenceabsence but shall not be entitled to receive any remuneration from the company for his services as an alternate director. 30.3 These Articles (except as regards powers 26.4 An alternate director shall cease to appoint be an alternate and remuneration) apply equally director if his appointor ceases to be a director. However, if a director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate as though he were the Director director made by him which was in force immediately prior to his own rightretirement shall continue after his reappointment. 30.4 An 26.5 Save as otherwise provided in the articles, an alternate Director director shall be deemed for all purposes to be a Director 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 director appointing him. The signature of an alternate to any resolution in writing of the Directors or a committee thereof shall, unless the terms of the appointment provide to the contrary, be as effective as the signature of each Director to whom he is alternate Director.

Alternate Directors. 30.1 Any Director (other than an alternate Director) may by writing appoint any other Director, Director or any other person willing to actact as his/her alternate to attend and vote at a meeting of the Board in his or her place and to exercise and discharge all the functions, to powers and duties of his/her appointor as a Director, in each case at that meeting. Alternate Directors may be his appointed on a standing basis and may represent more than one (1) Director at any one time. A Director xxx remove from office any alternate and remove his alternate so Director of the Company appointed by himthem (or, where an alternate director has been appointed on a standing basis to represent such Director and one or more other Directors, such Director may remove the relevant alternate Director’s authority to act as his or her alternate). Such appointment or removal Any alternate Director present at a meeting of the Board shall be by notice entitled (in the absence of his/her appointor(s)) to cast, in addition to the Registered Office signed by the Director making votes allocated to him or revoking the appointment or her in any other manner approved by the Directors, and shall be effective on the date the notice is served and the alternate shall be notified of such appointment or revocation. Subject to the removal by the appointing Directoraccordance with this ‎Article 4 (if any), the number of votes allocated in accordance with this ‎Article 4 to each Director whom he or she represents as an alternate. An alternate Director shall continue in automatically vacate his or her office until the date on which of alternate Director if the Director who appointed him or her ceases to be a Director. An , unless such alternate may also be a Director in his own right and may has been appointed to act as an alternate to for one or more than one Director. 30.2 An alternate shall be entitled to receive notice of all meetings of the other Directors, attend, be counted in the quorum, vote and act in the place of the Director who appointed him at every such meeting at which the appointing Director is not personally present, and generally to perform all the functions of the Director who appointed him case his or her appointment as a Director in his absence. 30.3 These Articles (except as regards powers to appoint an alternate and remunerationDirector for such other Director(s) apply equally to the alternate as though he were the Director in his own rightshall continue. 30.4 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 signature of an alternate to any resolution in writing of the Directors or a committee thereof shall, unless the terms of the appointment provide to the contrary, be as effective as the signature of each Director to whom he is alternate Director.