Necessary Action

Necessary Action. Means, with respect to any Party and a specified result, all actions (to the extent such actions are not prohibited by applicable law and within such Party's control, and in the case of any action that requires a vote or other action on the part of the Board, to the extent such action is consistent with fiduciary duties that the Company's directors may have in such capacity) necessary or desirable to cause such result, including (i) calling special meetings of stockholders, (ii) voting or... providing a written consent or proxy, if applicable in each case, with respect to all Voting Shares, (iii) causing the adoption of stockholders' resolutions and amendments to the Organizational Documents, (iv) executing agreements and instruments, (v) making, or causing to be made, with Governmental Authorities, all filings, registrations or similar actions that are required to achieve such result and (vi) nominating certain Persons for election to the Board in connection with the annual or special meeting of stockholders of the Company. View More

Necessary Action. Means, with respect to any party and a specified result, all actions (to the extent such actions are not prohibited by applicable law, within such party's control and do not directly conflict with any rights expressly granted to such party in this Agreement, the Merger Agreement, the Registration Rights Agreement, the Charter or the by-laws of the Company) reasonably necessary and desirable within his, her or its control to cause such result, including, without limitation (i) calling special... meetings of the Board and the stockholders of the Company, (ii) voting or providing a proxy with respect to the Voting Shares beneficially owned by such party, (iii) causing the adoption of stockholders' resolutions and amendments to the Charter or by-laws of the Company, including executing written consents in lieu of meetings, (iv) executing agreements and instruments, (v) causing members of the Board (to the extent such members were elected, nominated or designated by the party obligated to undertake such action) to act (subject to any applicable fiduciary duties) in a certain manner or causing them to be removed in the event they do not act in such a manner and (vi) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such a result. View More

Necessary Action. With respect to a specified result, all actions, to the fullest extent permitted by applicable law, necessary to cause such result, including, without limitation: (a) voting or providing a written consent or proxy with respect to the Company Stock; (b) causing the adoption of amendments to the Governing Documents; (c) executing agreements and instruments; and (d) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar... actions that are required to achieve such result. View More

Necessary Action. Shall mean, with respect to a specified result, all actions (to the extent such actions are permitted by law and do not conflict with the terms of this Agreement) reasonably necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to the Company Shares, (ii) executing agreements and instruments, (iii) causing the members of the Board of Directors to take such actions (to the extent allowed by Delaware law) and/or (iv) making, or causing to be... made, with governmental, administrative or regulatory authorities, all filings, registrations, publications or similar actions that are required to achieve such result. View More

Necessary Action. Means, with respect to a specified result, all actions permitted by law necessary to cause such result, including (i) causing members of the Board of Directors (to the extent such members were nominated or designated by the Person obligated to undertake the Necessary Action, and subject to any fiduciary duties that such members may have as directors of the Company) to act in a certain manner or causing them to be removed in the event they do not act in such a manner and to adopt resolutions... consistent with the foregoing, (ii) executing agreements and instruments, and (iii) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result; provided, however, that taking Necessary Action shall not require the Person obligated to undertake the Necessary Action to vote or provide a written consent or proxy with respect to the Common Stock. View More

Necessary Action. Means, with respect to a specified result, all actions that are permitted by law and necessary to cause such result, including (i) recommending that the Company's Stockholders vote in favor of the election of the Ares Nominee, (ii) agreeing to commercially reasonable amendments to the applicable Charter Documents, (iii) executing agreements and instruments reasonably necessary to permit Ares to exercise its rights hereunder, and (iv) making, or causing to be made, with governmental,... administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result, in each case subject to compliance with applicable law. View More

Necessary Action. Means, with respect to any party and a specified result, all actions (to the extent such actions are permitted by law and within such party's control) necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to the Company Shares held by such party or its Affiliates, (ii) causing the adoption of stockholders' resolutions and amendments to the organizational documents of the Company, (iii) executing agreements and instruments, and (iv) making, or... causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result. View More

Necessary Action. Using best efforts, subject to applicable law and listing standards, to cause such result that are within the power of the Company, including (i) causing members of the Board, subject to any fiduciary duties that such members may have as directors of the Company, to act in a certain manner, including causing members of the Board or any nominating or similar committee of the Board to recommend to the stockholders of the Company the appointment of any Hillhouse Designee (as defined in Section 2... of this Letter Agreement) as provided by this Agreement and to not withdraw or adversely modify such recommendation, (ii) executing agreements and instruments consistent with the terms hereof and refraining from taking any action that would reasonably be expected to adversely affect the election of the Hillhouse Designee, (iii) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result, and (iv) soliciting proxies and votes from the Company's stockholders in favor of such recommendation. View More

Necessary Action. Means, with respect to a specified result, all commercially reasonable actions, to the fullest extent permitted by applicable law, necessary to cause such result, including, without limitation: (a) voting or providing a written consent or proxy with respect to the Company's Common Stock; (b) causing the adoption of amendments to the Governing Documents; (c) executing agreements and instruments; (d) making, or causing to be made, with governmental, administrative or regulatory authorities, all... filings, registrations or similar actions that are required to achieve such result and (e) causing members of the Board of Directors, subject to any fiduciary duties that such members may have as directors of the Company, to act in a certain manner, including causing members of the Board of Directors or any nominating and governance committee of the Board of Directors to recommend the appointment of any Kirin Designee or Mitsui Designee as provided by this Agreement. View More