Common use of MOTION FOR PRELIMINARY APPROVAL Clause in Contracts

MOTION FOR PRELIMINARY APPROVAL. Promptly following the execution of this Settlement Agreement by all parties hereto, Plaintiff shall file with the Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), including: (i) the preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Direct Purchaser Class; (ii) approval of the notice and proposed notice plan; (iii) a schedule for a hearing by the Court after the notice period has expired to approve the Settlement and to consider Plaintiffs’ counsel’s applications for attorneys’ fees, reimbursement of costs and expenses, and any incentive award for the Named Plaintiff; (iv) a stay of all proceedings in the Action until such time as the Court renders a final decision regarding the approval of the Settlement, as described below in paragraph 19; and (v) approval of an escrow agreement regarding the Settlement consideration described below in paragraph 10. After the Court preliminarily approves the Settlement, Plaintiff shall, in accordance with the Preliminary Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B. Plaintiffs’ counsel will recommend notice to the Direct Purchaser Class by means of direct first class mail.

MOTION FOR PRELIMINARY APPROVAL. Promptly following Following the execution of this Settlement Agreement by all parties hereto, Plaintiff Plaintiffs shall file with the Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), including: (i) the preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Direct Indirect Purchaser Class; (ii) preliminary approval of the Plan of Allocation of the Settlement Fund; (iii) approval of the notice and proposed notice plan; (iiiiv) a schedule for a hearing by the Court after the notice period has expired to approve the Settlement and to consider Plaintiffs’ counsel’s applications for attorneys’ fees, reimbursement of costs and expenses, and any incentive award for the Named Plaintiffawards as set forth in this Settlement Agreement; (ivv) a stay of all proceedings in the Indirect Purchaser Class Action against Defendants until such time as the Court renders a final decision regarding the approval of the Settlement, Settlement as described below in paragraph 1917; and (vvi) approval of an escrow agreement regarding the Settlement consideration described below in paragraph 108; and (vii) certification of the Indirect Purchaser Class as defined in paragraph 1 for purposes of settlement. After the Court preliminarily approves the Settlement, Plaintiff Plaintiffs shall, in accordance with the Preliminary Approval Order, provide Direct Indirect Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B. Plaintiffs’ counsel will recommend notice to the Direct Purchaser Class according to the Notice Plan submitted by means the Claims and Notice Administrator which shall provide for the best notice practicable and to include direct mail to those members of direct first the class mailwho can be reasonably identified and shall also provide notice by publication as set forth in the notice plan.

MOTION FOR PRELIMINARY APPROVAL. Promptly following the execution of this Settlement Agreement by all parties hereto, Plaintiff Plaintiffs shall file with the Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), including: (i) the preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, adequate and in the best interests of the Direct Purchaser End-Payor Class; (ii) approval of the notice and proposed notice plan; (iii) a schedule for a hearing by the Court after the notice period has expired to approve the Settlement and to consider Plaintiffs’ counsel’s applications for attorneys’ fees, reimbursement of costs and expenses, and any incentive award for awards to each of the Named PlaintiffEnd- Payor Class Plaintiffs as set forth in this Settlement Agreement; and (iv) a stay of all proceedings in the Action End-Payor Class cases against Teva until such time as that (a) either Teva or Plaintiffs exercise their rights to cancel and terminate the Settlement Agreement pursuant to paragraphs 15 and 16, (b) Teva elects not to effectuate the Settlement Agreement pursuant to paragraph 6 because either Teva’s settlement with the Direct Purchaser Class or Teva’s settlement with the Individual Retailer Plaintiffs is not effectuated; or (c) the Court renders a final decision regarding the approval of the Settlement, as described below in paragraph 19; and (v) approval of an escrow agreement regarding the Settlement consideration described below in paragraph 10. After the Court preliminarily approves the Settlement, Plaintiff Plaintiffs shall, in accordance with the Preliminary Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B. Plaintiffs’ counsel will recommend notice to the Direct Purchaser Class by means of direct first class mail.C.

MOTION FOR PRELIMINARY APPROVAL. Promptly following the execution of this Settlement Agreement by all parties hereto, Plaintiff Plaintiffs shall file with the Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), including: (i) the preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Direct Purchaser Class; (ii) approval of the notice and proposed notice plan; (iii) a schedule for a hearing by the Court after the notice period has expired to approve the Settlement and to consider Plaintiffs’ counselDirect Purchaser Class Counsel’s applications for attorneys’ fees, reimbursement of costs and expenses, and any incentive award for the Named Plaintiffawards as set forth in this Settlement Agreement; (iv) a stay of all proceedings in the Direct Purchaser Class Action against Defendant until such time as the Court renders a final decision regarding the approval of the Settlement, Settlement as described below in paragraph 1915; and (v) approval of an escrow agreement regarding the Settlement consideration described below in paragraph 107. After the Court preliminarily approves the Settlement, Plaintiff Plaintiffs shall, in accordance with the Preliminary Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B. Plaintiffs’ counsel Counsel will recommend notice to the Direct Purchaser Class by means of direct first class mail.

MOTION FOR PRELIMINARY APPROVAL. Promptly following the execution of this Settlement Agreement by all parties hereto, Plaintiff Plaintiffs shall file with the Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), including: (i) the preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, reasonable and adequate, adequate and in the best interests of the Direct Purchaser Class; (ii) approval of the notice and proposed notice plan; (iii) a schedule for a hearing by the Court after the notice period has expired to approve the Settlement and to consider Plaintiffs’ counsel’s applications for attorneys’ fees, reimbursement of costs fees and expenses, expenses and any incentive award for the Named Plaintiffawards as set forth in this Settlement Agreement; and (iv) a stay of all proceedings in the Class Action until such time as the Court renders a final decision regarding the approval of the Settlement, as described below in paragraph 19; and (v) approval of an escrow agreement regarding . In the Settlement consideration described below in paragraph 10. After event that the Court preliminarily approves the Settlement, Plaintiff Plaintiffs shall, in accordance accord with the Preliminary Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B. B-1 and short-form notice of the Settlement for publication in the form attached hereto as Exhibit B-2. Plaintiffs’ counsel will recommend notice to the Direct Purchaser Class by means of (i) direct first class mailmail and (ii) publication in an industry trade publication.

MOTION FOR PRELIMINARY APPROVAL. Promptly following the execution of this Settlement Agreement by all parties heretoClass Plaintiffs, Plaintiff through their counsel ("Class Counsel"), shall file with the Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of , which contains a proposed preliminary approval order substantially in the a form of Exhibit A hereto (the “Preliminary Approval Order”), including: (i) the agreed upon by Class Counsel and Defendants. The proposed preliminary approval of the Settlement set forth in this Settlement Agreement as fairorder shall include, reasonableinter alia, and adequate, and in the best interests of the Direct Purchaser Class; (iia) approval of the notice and a proposed notice plan; , (iiib) appointment of a schedule Claims Administrator, (c) the deadline and procedures for a hearing by requesting exclusion from the Court after class, (d) the notice period has expired deadline and procedures for objecting to approve the Settlement and to consider Plaintiffs’ counsel’s applications for attorneys’ fees, reimbursement of costs and expenses, and any incentive award for the Named Plaintiff; (iv) a stay of all proceedings in the Action until such time as the Court renders a final decision regarding the approval of the Settlement, as described below in paragraph 19; and (ve) approval an order temporarily barring Class Members, directly or representatively, from commencing or prosecuting any action or proceeding in any court or tribunal asserting any of an escrow agreement regarding the Released Claims against the Released Parties pending final determination of whether the Settlement consideration described below in paragraph 10should be approved. After In the event that the Court preliminarily approves the Settlement, Plaintiff Class Counsel shall, in accordance with the Preliminary Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially and the preliminary approval order, direct the Claims Administrator, to be approved by the Court, to provide the Class with settlement notice as ordered by the Court ("Settlement Notice"). The Parties have agreed on a proposed notice plan for approval by the Court, including the forms of notice to the Class, as more fully described in the form Declaration of Xxxxxx Xxxxxxxxxx in Support of Proposed Settlement Notice Program, Form of Notice, and Appointment of Notice Administrator ("Xxxxxxxxxx Declaration") attached hereto as Exhibit B. Plaintiffs’ counsel will recommend A. All costs of Settlement Notice, including any notice to required by the Direct Purchaser Class by means Action Fairness Act of direct first class mail2005 ("CAFA"), shall be paid exclusively from the Settlement Fund (as defined in section 6 herein) as provided in this Settlement Agreement.

MOTION FOR PRELIMINARY APPROVAL. Promptly following the execution of this Settlement Agreement by all parties hereto, Plaintiff Plaintiffs shall file with the Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), including: (i) the preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Direct Purchaser Class; (ii) approval of the notice and proposed notice plan; (iii) a schedule for a hearing by the Court after the notice period has expired to approve the Settlement and to consider Plaintiffs’ counsel’s applications for attorneys’ fees, reimbursement of costs and expenses, and any incentive award for the Named Plaintiffawards as set forth in this Settlement Agreement; (iv) a stay of all proceedings in the Direct Purchaser Class Action against the Cephalon Defendants as party- defendants until such time as the Court renders a final decision regarding the approval of the Settlement, Settlement as described below in paragraph 1917; and (v) approval of an escrow agreement regarding the Settlement consideration described below in paragraph 108; and (vi) certification of the Direct Purchaser Class as defined in paragraph 1 for purposes of settlement. After the Court preliminarily approves the Settlement, Plaintiff Plaintiffs shall, in accordance with the Preliminary Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B. Plaintiffs’ counsel will recommend notice to the Direct Purchaser Class by means of direct first class mail.

MOTION FOR PRELIMINARY APPROVAL. Promptly following the execution of this Settlement Agreement by all parties heretoOn or before February 12, Plaintiff 2018, Plaintiffs shall file with the Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), including. The Preliminary Approval Order shall include: (i) the a proposed finding that preliminary approval of the Settlement set forth in this Settlement Agreement as is fair, reasonable, and adequate, and in adequate within the best interests meaning of Rule 23 of the Direct Purchaser ClassFederal Rules of Civil Procedure; (ii) approval of the notice and proposed a notice plan, including appointment of a notice administrator, to provide notice of the settlement to members of the Class; (iii) approval of an escrow agreement (the “Escrow Agreement”) and appointment of an escrow agent (the “Escrow Agent”); and (iv) a schedule for a final approval hearing by the Court Court, after the notice period has expired expired, to approve the Settlement settlement and to consider Plaintiffs’ counsel’s applications for attorneys’ fees, reimbursement fees and expenses and service awards as set forth in this Settlement Agreement. Allergan will not oppose the grant of costs the Preliminary Approval Order and expenses, and shall not be required to play any incentive award for the Named Plaintiff; (iv) a stay of all proceedings role in the Action until such time as preparation and submission of the Court renders a final decision regarding the motions for approval of the Settlementsettlement (either preliminary or final approval) other than to review and approve the motion papers and to state, as described below if requested by the Court or Plaintiffs to do so, that (a) the settlement negotiations were at arm’s length at all times, (b) there were several back-and-forth offers of settlement and counter-offers between the parties over a multi-week period in paragraph 19; person, and by telephone, (c) there was no discussion of attorneys’ fees, and (vd) approval of an escrow agreement regarding there were no commitments to Plaintiffs or to Class Counsel other than what is set forth in this Settlement Agreement. In the Settlement consideration described below in paragraph 10. After event that the Court preliminarily approves the Settlement, Plaintiff Plaintiffs shall, in accordance accord with the Preliminary Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B. Plaintiffs’ counsel will recommend notice to and manner approved by the Direct Purchaser Class by means of direct first class mailCourt.

MOTION FOR PRELIMINARY APPROVAL. Promptly following the execution of this Settlement Agreement by all parties hereto, Plaintiff Named Plaintiffs shall file with the Court a motion Motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), including: (i) the preliminary approval of the Settlement set forth in this and proposed Order Granting Preliminary Approval of the Settlement Agreement as fairwith the supporting papers, reasonablea draft of which will be provided to Defendant’s Counsel no fewer than five Business Days prior to filing with the Court. The Parties shall jointly agree upon the timing for that filing, the Motion to be filed with the Court, the Claims Administrator, and adequate, and the timing for any preliminary or final approval hearings requested in the best interests of the Direct Purchaser Class; (ii) approval of the notice and proposed notice plan; (iii) a schedule for a hearing by Motion. The Parties agree that the Court after may enter the notice period has expired to approve Order Granting Preliminary Approval, without material variation from Exhibit B except as otherwise permitted by this Agreement, preliminarily approving the Settlement and this Agreement. Among other things, the Order Granting Preliminary Approval shall preliminarily certify the Settlement Class for settlement purposes only; approve the Named Plaintiffs as class representatives; appoint Class Counsel to consider represent the Settlement Class; appoint the Claims Administrator; approve the Notice(s) of Class Settlement; approve the requirements for objecting to the Settlement and excluding individuals from the Settlement Class, as provided in this Agreement; provide that certification and all actions associated with certification are undertaken on the condition that the certification and other actions shall be automatically vacated if this Agreement is terminated, as provided in this Agreement; preliminarily enjoin all Named Plaintiffs, Settlement Class Members, and their legally authorized representatives, unless and until they submit a timely request for exclusion pursuant to this Agreement, from filing or otherwise participating in any other suit based on the Named Plaintiffs’ counsel’s applications for attorneysReleased Claims or Settlement Class Members’ feesReleased claims, reimbursement or from attempting to effect an opt-out of costs and expensesa group, and any incentive award for the Named Plaintiff; (iv) a stay class, or subclass of all proceedings in the Action until such time as the Court renders a final decision regarding the approval of the Settlement, as described below in paragraph 19individuals; and (v) approval of an escrow agreement regarding schedule the Settlement consideration described below in paragraph 10. After the Court preliminarily approves the Settlement, Plaintiff shall, in accordance with the Preliminary Final Approval Order, provide Direct Purchaser Class members with notice of the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure substantially in the form attached hereto as Exhibit B. Plaintiffs’ counsel will recommend notice to the Direct Purchaser Class by means of direct first class mailHearing.