Common use of Court Approval of the Settlement Clause in Contracts

Court Approval of the Settlement. On ⚫, 2019, the Plaintiffs and the Defendants executed a Settlement Agreement providing for the settlement of the Action (“Settlement”). The Settlement Agreement provides for the payment of CAD$6,500,000.00 (“Settlement Amount”) in consideration of the full and final settlement of the claims of Class Members. The Settlement Amount includes all legal fees, disbursements, taxes and administration expenses. The Settlement provides that the claims of all Class Members asserted or which could have been asserted in the Action will be fully and finally released, and the Action will be dismissed. The Settlement is not an admission of liability, wrongdoing or fault on the part of the Defendants, all of whom have denied, and continue to deny, the allegations against them. On ⚫, the Ontario Court approved the Settlement and ordered that it be implemented in accordance with its terms. The Ontario Court also awarded Siskinds LLP (“Class Counsel”) total legal fees, expenses and applicable taxes in the amount of CAD$⚫ (“Class Counsel Fees”) inclusive of disbursements of CAD$⚫, plus HST. As is customary in such cases, Class Counsel conducted the class action on a contingent fee basis. Class Counsel was not paid as the matter proceeded and funded the expenses of conducting the litigation. Class Counsel Fees will be deducted from the Settlement Amount before it is distributed to Class Members. Expenses incurred or payable relating to approval, notification, implementation and administration of the Settlement (“Administration Expenses”) will also be paid from the Settlement Amount before it is distributed to Class Members. The Plaintiffs entered into a litigation funding agreement with Claims Funding Australia Pty Ltd (“CFA”). Pursuant to that agreement, CFA agreed to pay any adverse cost awards against the Plaintiffs, and to pay C$50,000 towards disbursements. In return, CFA is entitled to receive from the Settlement Amount reimbursement of disbursements paid and 7% of the amounts distributed to the Class Members after the deduction of Class Counsel Fees and Administration Expenses (“Funding Expenses”). The litigation funding agreement with CFA was approved by the Ontario Court on November 21, 2013. Amounts owing to CFA will be deducted from the amounts to be distributed to the Class Members before the actual distribution. The Ontario Court also approved the payment of an honorarium to the Plaintiffs in the amount of CAD$⚫. The honorarium will be deducted from the Settlement Amount before it is distributed to Class Members. C lass Members’ Entitlement to Compensation Pursuant to the Ontario Court order approving the Settlement, the claims of Class Members which were or could have been asserted in the Action are now released and the Action has been dismissed. Class Members may not pursue individual or class actions for those claims, regardless of whether or not they file a claim for compensation from the Settlement. The Settlement therefore represents the only means of compensation available to Class Members in respect of the claims raised in the Action. For instructions on how to make a claim for compensation from the Settlement, refer to the previously-issued notice of certification and settlement approval hearing, which is available at ⚫. To be eligible for compensation under the Settlement, Class Members must submit their Claim Form no later than 11:59pm Toronto (Eastern) time on ⚫. After deduction of Class Counsel Fees, Administration Expenses, Funding Expenses and the approved honorarium, the balance of the Settlement Amount (“Net Settlement Amount”) will be distributed to Class Members in accordance with the Distribution Protocol approved by the Ontario Court. Each Class Member who has filed a valid claim will receive a portion of the Net Settlement Amount calculated in accordance with the Distribution Protocol. The Distribution Protocol provides that in order to determine the individual entitlements of Class Members who make claims, interests in the Net Settlement Amount (“Net Settlement Amount Interests”) will be allocated to a claimant for each BIM Security that was tendered for sale to the Joint Bid or otherwise disposed of on or after January 14, 2011. The number of Net Settlement Amount Interests allocated to each such BIM Security depends on when the BIM Security was purchased or acquired and whether the BIM Security is a share or a warrant. Once the Net Settlement Amount Interests of all Class Members who have filed valid claims have been calculated, each Class Member’s actual compensation will be the portion of the Net Settlement Amount equivalent to the ratio of his, her or its number of Net Settlement Amount Interests to the total number of Net Settlement Amount Interests of all Class Member who have filed valid claims, multiplied by the Net Settlement Amount. Because the Net Settlement Amount will be distributed pro rata, it is not possible to estimate the individual recovery of any individual Class Member until all the claims have been received and reviewed. In the event any amounts remain undistributed 180 days after the distribution of the Net Settlement Amount (because of uncashed cheques or for other administrative reasons), those amounts will be distributed to eligible Class Members (if sufficient to warrant a further distribution) or allocated in a manner approved by the Ontario Court.

Court Approval of the Settlement. In 2010, a class proceeding was commenced in the Ontario Superior Court of Justice (the “Court”) against the Defendants (the “Action”). The Action alleged that the Defendants misrepresented, among other things, Canadian Solar’s revenue, losses associated with certain of its long-term contracts, and that its financial results were prepared and presented in accordance with US generally accepted accounting principles. The Action alleged that the Defendants made such misrepresentations in certain public documents released during the period from and including May 26, 2009 to June 1, 2010, as well as in oral statements made during the same period, resulting in Canadian Solar’s securities allegedly trading at artificially inflated prices during this period. On ⚫September 9, 20192014, the Plaintiffs Court granted the Plaintiff leave to bring an action for damages under Part XXIII.1 of Ontario’s Securities Act. On January 5, 2015, the Court certified the Action as a class action on behalf of the Class Members. Pursuant to this order, Class Members were afforded the right to exclude themselves or “opt out” of the Class no later than January 15, 2016. This Notice does not affect persons who validly exercised the right to opt out. Persons who opted out are not entitled to participate in the Settlement. Since then, the Action has been vigorously litigated. On July 8, 2020, the Plaintiff and the Defendants executed a Settlement Agreement providing for the settlement of the Action (“Settlement”). The Settlement Agreement provides for the payment of CAD$6,500,000.00 USD$13,000,000.00 (the “Settlement AmountFunds”) in consideration of the full and final settlement of the claims of Class Members. The Settlement Amount includes Funds include all legal fees, disbursements, taxes and administration expenses. The In return for the payment of the Settlement Funds, the Settlement provides that the claims of all Class Members asserted or which could have been asserted in the Action will be fully and finally released, released and the Action will be dismissed. The Settlement is not an admission of liability, wrongdoing or fault on the part of the Defendants, all of whom have denied, and continue to deny, the allegations against them. On ⚫• 2020, the Ontario Court approved the Settlement and ordered that it be implemented in accordance with its terms. The Ontario Court also awarded Siskinds LLP (“Class Counsel”) Counsel total legal fees, expenses and applicable taxes in the amount of CAD$⚫ $• (“Class Counsel Fees”) ), inclusive of disbursements of CAD$⚫$•, plus HST. As is customary in such cases, Class Counsel conducted the class action on a contingent contingency fee basis. Class Counsel was not paid as the matter proceeded and funded the expenses of conducting the litigation. Class Counsel Fees will be deducted from the Settlement Amount Funds before it is they are distributed to Class Members. Expenses incurred or payable relating to the approval, notification, implementation and administration of the Settlement (“Administration Expenses”) will also be paid from the Settlement Amount Funds before it is they are distributed to Class Members. The Plaintiffs entered into a litigation funding agreement with Claims Funding Australia Pty Ltd (“CFA”). Pursuant to that agreement, CFA agreed to pay any adverse cost awards against the Plaintiffs, and to pay C$50,000 towards disbursements. In return, CFA is entitled to receive from the Settlement Amount reimbursement of disbursements paid and 7% of the amounts distributed to the Class Members after the deduction of Class Counsel Fees and Administration Expenses (“Funding Expenses”). The litigation funding agreement with CFA was approved by the Ontario Court on November 21, 2013. Amounts owing to CFA will be deducted from the amounts to be distributed to the Class Members before the actual distribution. The Ontario Court also approved the payment of an honorarium to the Plaintiffs in the amount of CAD$⚫. The honorarium will be deducted from the Settlement Amount before it is distributed to Class Members. C lass Members’ Entitlement to Compensation Pursuant to the Ontario Court order approving the Settlement, the claims of Class Members which were or could have been asserted in the Action are now released and the Action has been dismissed. Class Members may not pursue individual or class actions for those claims, regardless of whether or not they file a claim for compensation from the Settlement. The Settlement therefore represents the only means of compensation available to Class Members in respect of the claims raised in the Action. For instructions on how to make a claim for compensation from the Settlement, refer to the previously-issued notice of certification and settlement approval hearing, which is available at ⚫. To be eligible for compensation under the Settlement, Class Members must submit their Claim Form no later than 11:59pm Toronto (Eastern) time on ⚫. After deduction of Class Counsel Fees, Administration Expenses, Funding Expenses and the approved honorarium, the balance of the Settlement Amount (“Net Settlement Amount”) will be distributed to Class Members in accordance with the Distribution Protocol approved by the Ontario Court. Each Class Member who has filed a valid claim will receive a portion of the Net Settlement Amount calculated in accordance with the Distribution Protocol. The Distribution Protocol provides that in order to determine the individual entitlements of Class Members who make claims, interests in the Net Settlement Amount (“Net Settlement Amount Interests”) will be allocated to a claimant for each BIM Security that was tendered for sale to the Joint Bid or otherwise disposed of on or after January 14, 2011. The number of Net Settlement Amount Interests allocated to each such BIM Security depends on when the BIM Security was purchased or acquired and whether the BIM Security is a share or a warrant. Once the Net Settlement Amount Interests of all Class Members who have filed valid claims have been calculated, each Class Member’s actual compensation will be the portion of the Net Settlement Amount equivalent to the ratio of his, her or its number of Net Settlement Amount Interests to the total number of Net Settlement Amount Interests of all Class Member who have filed valid claims, multiplied by the Net Settlement Amount. Because the Net Settlement Amount will be distributed pro rata, it is not possible to estimate the individual recovery of any individual Class Member until all the claims have been received and reviewed. In the event any amounts remain undistributed 180 days after the distribution of the Net Settlement Amount (because of uncashed cheques or for other administrative reasons), those amounts will be distributed to eligible Class Members (if sufficient to warrant a further distribution) or allocated in a manner approved by the Ontario Court.

Court Approval of the Settlement. In 2010, a class proceeding was commenced in the Ontario Superior Court of Justice (the “Court”) against the Defendants (the “Action”). The Action alleged that the Defendants misrepresented, among other things, Canadian Solar's revenue, losses associated with certain of its long-term contracts, and that its financial results were prepared and presented in accordance with US generally accepted accounting principles. The Action alleged that the Defendants made such misrepresentations in certain public documents released during the period from and including May 26, 2009 to June 1, 2010, as well as in oral statements made during the same period, resulting in Canadian Solar's securities allegedly trading at artificially inflated prices during this period. On ⚫September 9, 20192014, the Plaintiffs Court granted the Plaintiff leave to bring an action for damages under Part XXIII.1 of Ontario's Securities Act. On January 5, 2015, the Court certified the Action as a class action on behalf of the Class Members. Pursuant to this order, Class Members were afforded the right to exclude themselves or “opt out” of the Class no later than January 15, 2016. This Notice does not affect persons who validly exercised the right to opt out. Persons who opted out are not entitled to participate in the Settlement. Since then, the Action has been vigorously litigated. On July 8, 2020, the Plaintiff and the Defendants executed a Settlement Agreement providing for the settlement of the Action (“Settlement”). The Settlement Agreement provides for the payment of CAD$6,500,000.00 USD$13,000,000.00 (the “Settlement AmountFunds”) in consideration of the full and final settlement of the claims of Class Members. The Settlement Amount includes Funds include all legal fees, disbursements, taxes and administration expenses. The In return for the payment of the Settlement Funds, the Settlement provides that the claims of all Class Members asserted or which could have been asserted in the Action will be fully and finally released, released and the Action will be dismissed. The Settlement is not an admission of liability, wrongdoing or fault on the part of the Defendants, all of whom have denied, and continue to deny, the allegations against them. On ⚫⚫ 2020, the Ontario Court approved the Settlement and ordered that it be implemented in accordance with its terms. The Ontario Court also awarded Siskinds LLP (“Class Counsel”) Counsel total legal fees, expenses and applicable taxes in the amount of CAD$$⚫ (“Class Counsel Fees”) ), inclusive of disbursements of CAD$$⚫, plus HST. As is customary in such cases, Class Counsel conducted the class action on a contingent contingency fee basis. Class Counsel was not paid as the matter proceeded and funded the expenses of conducting the litigation. Class Counsel Fees will be deducted from the Settlement Amount Funds before it is they are distributed to Class Members. Expenses incurred or payable relating to the approval, notification, implementation and administration of the Settlement (“Administration Expenses”) will also be paid from the Settlement Amount Funds before it is they are distributed to Class Members. The Plaintiffs entered into a litigation funding agreement with Claims Funding Australia Pty Ltd (“CFA”). Pursuant to that agreement, CFA agreed to pay any adverse cost awards against the Plaintiffs, and to pay C$50,000 towards disbursements. In return, CFA is entitled to receive from the Settlement Amount reimbursement of disbursements paid and 7% of the amounts distributed to the Class Members after the deduction of Class Counsel Fees and Administration Expenses (“Funding Expenses”). The litigation funding agreement with CFA was approved by the Ontario Court on November 21, 2013. Amounts owing to CFA will be deducted from the amounts to be distributed to the Class Members before the actual distribution. The Ontario Court also approved the payment of an honorarium to the Plaintiffs in the amount of CAD$⚫. The honorarium will be deducted from the Settlement Amount before it is distributed to Class Members. C lass Members’ Entitlement to Compensation Pursuant to the Ontario Court order approving the Settlement, the claims of Class Members which were or could have been asserted in the Action are now released and the Action has been dismissed. Class Members may not pursue individual or class actions for those claims, regardless of whether or not they file a claim for compensation from the Settlement. The Settlement therefore represents the only means of compensation available to Class Members in respect of the claims raised in the Action. For instructions on how to make a claim for compensation from the Settlement, refer to the previously-issued notice of certification and settlement approval hearing, which is available at ⚫. To be eligible for compensation under the Settlement, Class Members must submit their Claim Form no later than 11:59pm Toronto (Eastern) time on ⚫. After deduction of Class Counsel Fees, Administration Expenses, Funding Expenses and the approved honorarium, the balance of the Settlement Amount (“Net Settlement Amount”) will be distributed to Class Members in accordance with the Distribution Protocol approved by the Ontario Court. Each Class Member who has filed a valid claim will receive a portion of the Net Settlement Amount calculated in accordance with the Distribution Protocol. The Distribution Protocol provides that in order to determine the individual entitlements of Class Members who make claims, interests in the Net Settlement Amount (“Net Settlement Amount Interests”) will be allocated to a claimant for each BIM Security that was tendered for sale to the Joint Bid or otherwise disposed of on or after January 14, 2011. The number of Net Settlement Amount Interests allocated to each such BIM Security depends on when the BIM Security was purchased or acquired and whether the BIM Security is a share or a warrant. Once the Net Settlement Amount Interests of all Class Members who have filed valid claims have been calculated, each Class Member’s actual compensation will be the portion of the Net Settlement Amount equivalent to the ratio of his, her or its number of Net Settlement Amount Interests to the total number of Net Settlement Amount Interests of all Class Member who have filed valid claims, multiplied by the Net Settlement Amount. Because the Net Settlement Amount will be distributed pro rata, it is not possible to estimate the individual recovery of any individual Class Member until all the claims have been received and reviewed. In the event any amounts remain undistributed 180 days after the distribution of the Net Settlement Amount (because of uncashed cheques or for other administrative reasons), those amounts will be distributed to eligible Class Members (if sufficient to warrant a further distribution) or allocated in a manner approved by the Ontario Court.