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.

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.

Alternate Directors. Any Director (aother than an alternate Director) Subject may appoint any other Director or any other person willing to act as his/her alternate to attend and vote at a meeting of the remainder Board in his or her place and to exercise and discharge all the functions, powers and duties of this Section 8.12his/her appointor as a Director, in each Class case at that meeting. Alternate Directors may be appointed on a standing basis and may represent more than one (1) Director at any one time. A Member entitled Director xxx remove from office any alternate Director of the Company appointed by them (or, where an alternate director has been appointed on a standing basis to nominate represent such Director and one or more Directors other Directors, such Director may remove the relevant alternate Director’s authority to act as his or her alternate). Any alternate Director present at a meeting of the Board 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 his/her appointor(s)) to cast, in addition to the principal votes allocated to him or her in accordance with this ‎Article 4 (if any), the number of votes allocated in accordance with this ‎Article 4 to each Director from time to timewhom he or she represents as an alternate. Such Alternate An alternate Director shall be permitted to attend all meetings automatically vacate his or her office of the Board even alternate Director if the principal Director is present at who appointed him or her ceases to be a Director, unless such meetings. If a principal alternate Director is present at a meetinghas been appointed to act as an alternate for one or more other Directors, the Alternate in which case his or her appointment as an alternate Director for such Director other Director(s) 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 mattercontinue.