Reasons for the Settlement Sample Clauses

Reasons for the Settlement. Plaintiffs’ principal reason for entering into the Settlement is the substantial immediate cash benefit for the Settlement Class without the risk or the delays inherent in further litigation. Moreover, the substantial cash benefit provided under the Settlement must be considered against the significant risk that a smaller recovery – or indeed no recovery at all – might be achieved after contested motions, a trial of the Action and the likely appeals that would follow a trial. This process could be expected to last several years. Defendants, who deny all allegations of wrongdoing or liability whatsoever, are entering into the Settlement solely to eliminate the uncertainty, burden and expense of further protracted litigation. SUBMIT A CLAIM FORM This is the only way to be eligible to receive a payment from POSTMARKED NO LATER the Settlement Fund. If you are a Settlement Class Member THAN , 2020. and you remain in the Settlement Class, you will be bound by the Settlement as approved by the Court and you will give up any Released Plaintiffs’ Claims (defined in ¶ 36 below) that you have against Defendants and the other Defendants’ Releasees (defined in ¶ 37 below), so it is in your interest to submit a Claim Form. EXCLUDE YOURSELF FROM THE SETTLEMENT CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION SO THAT IT IS RECEIVED NO LATER THAN , 2020. If you exclude yourself from the Settlement Class, you will not be eligible to receive any payment from the Settlement Fund. This is the only option that allows you ever to be part of any other lawsuit against any of the Defendants or the other Defendants’ Releasees concerning the Released Plaintiffs’ Claims. OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN , 2020. If you do not like the proposed Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and reimbursement of Litigation Expenses, you may write to the Court and explain why you do not like them. You cannot object to the Settlement, the Plan of Allocation or the fee and expense request unless you are a Settlement Class Member and do not exclude yourself from the Settlement Class. GO TO A HEARING ON , 2020 AT : .M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN , 2020. Filing a written objection and notice of intention to appear by , 2020 allows you to speak in Court, at the discretion of the Court, about the fairness of the proposed Settlement, the Plan of Al...

Reasons for the Settlement. For Lead Plaintiff, the principal reason for the Settlement is the guaranteed cash benefit to the Settlement Class. This benefit must be compared to the uncertainty of being able to prove the allegations in the Complaint; the risk that the Court may grant some or all of the anticipated summary judgment motions to be filed by Defendants; the uncertainty of a greater recovery after a trial and appeals; and the difficulties and delays inherent in such litigation.

Reasons for the Settlement. For Class Representatives, the principal reason for the Settlement is the guaranteed cash benefit to the Class. This benefit must be compared to the uncertainty of being able to prove the allegations in the Complaint; the risk that the Court may grant some or all of the anticipated motions to be filed by Defendants; the uncertainty inherent in the Parties’ competing theories of liability and damages; the risks of litigation, especially in complex actions like this; as well as the difficulties and delays inherent in such litigation (including any trial and appeals).

Reasons for the Settlement. For Lead Plaintiffs, the principal reason for the Settlement is the guaranteed cash benefit to the Settlement Class. This benefit must be compared to the uncertainty of being able to prove the allegations in the Complaint; the risk that the Court may grant some or all of the anticipated motions to be filed by Defendants; the uncertainty inherent in the Parties’ competing theories of liability and damages; the risks of litigation, especially in complex actions like this; the financial condition of the Company and the risks of collecting any judgment; as well as the difficulties and delays inherent in such litigation (including any trial and appeals).

Reasons for the Settlement. The Plaintiff Parties contend that they brought the Action against Defendants in good faith and that the claims asserted against Defendants in the Action have legal merit, but nevertheless acknowledge that Defendants would continue to assert legal and factual defenses to such claims. With the informed understanding—based on representations from Columbia—and recognition that further litigation in the Action would only deplete any potential recovery for the Plaintiff Parties, and thereby reduce the amount of funds that could be used for the benefit of the Settlement Class, and considering that the Settlement would eliminate the burden, expense, and risk of further litigation, the Plaintiff Parties believe that the terms of the Settlement are fair, reasonable, adequate and in the best interest of the Settlement Class. Defendants have denied, and continue to deny, that they committed any violation of law or of their contractual obligations or engaged in any of the wrongful acts alleged against them in the Action. Defendants are entering into this Agreement solely because the proposed Settlement would eliminate the burden, expense and risk of further litigation.

Reasons for the Settlement. Lead Plaintiffs’ principal reason for entering into the Settlement is the substantial and certain recovery for the Settlement Class without the risk or the delays inherent in further litigation. Moreover, the substantial recovery provided under the Settlement must be considered against the significant risk that a smaller recovery—or indeed no recovery at all—might be achieved after contested motions, a trial of the Action, and the likely appeals that would follow a trial. This process could be expected to last several years. Defendants, who deny that they have committed any act or omission giving rise to liability under the federal securities laws, are entering into the Settlement solely to eliminate the uncertainty, burden, and expense of further litigation. SUBMIT A CLAIM FORM POSTMARKED NO LATER THAN , 2023. This is the only way to be eligible to receive a payment from the Settlement Fund. If you are a Settlement Class Member and you remain in the Settlement Class, you will be bound by the Settlement as approved by the Court and you will give up any Released Plaintiffs’ Claims (defined in ¶ 27 below) that you have against Defendants and the other Defendants’ Releasees (defined in ¶ 28 below), so it is in your interest to submit a Claim Form.

Reasons for the Settlement. Lead Plaintiff’s principal reason for entering into the Settlement is the benefit to the Class now, without further risk or the delays inherent in continued litigation. The cash benefit and additional non-monetary benefits under the Settlement must be considered against the significant risk that a smaller recovery – or, indeed, no recovery at all – might be achieved after trial, and likely appeals, a process that could last several years into the future. Defendants expressly have denied and continue to deny each and all of the claims alleged by Lead Plaintiff in the Action. Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action. Defendants also have denied and continue to deny, among other things, the allegations that Lead Plaintiff or the Class has suffered any damages, or that Lead Plaintiff or the Class was harmed by the conduct alleged in the Action. For Defendants, the principal reason for entering into the Settlement is to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, especially in complex cases such as this Action. Defendants have concluded that further conduct of this Action could be expensive, protracted, and distracting. The Action is currently pending in the United States District Court for the District of Maryland before the Xxxxxxxxx Xxxxxxx X. Bennett (the “Court”). The initial complaint (“Complaint”) in this Action was filed on February 10, 2017. On April 26, 2017, the Court appointed the Pension Fund as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Counsel. On August 9, 2017, Lead Plaintiff filed its Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “Amended Complaint”), alleging violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and violations of §§11 and 15 of the Securities Act of 1933. On November 16, 2018, Lead Plaintiff filed its Consolidated Second Amended Complaint for Violations of the Federal Securities Laws (the “Second Amended Complaint”) against Defendants. The parties vigorously litigated this case for over seven years. The Court dismissed the Amended Complaint and the Second Amended Complaint. Lead Plaintiff then appealed the judgment to the United States Court of Appeals for the Fourth Circuit on September 17, 2019. L...

Reasons for the Settlement. For Co-Lead Plaintiffs, the principal reason for the Settlement is the guaranteed cash benefit to the Settlement Class. This benefit must be compared to the uncertainty of being able to prove the allegations in the Second Amended Class Action Complaint for Violations of the Federal Securities Laws (“SAC”); the risk that the Court may not certify a class or that the class would be certified as the case progressed; that the Court may grant some or all of the anticipated summary judgment motions to be filed by Defendants; the uncertainty of a greater recovery after a trial and appeals; and the difficulties and delays inherent in such litigation.

Reasons for the Settlement. Lead Plaintiff’s principal reason for entering into the Settlement is the immediate cash benefit for the Settlement Class without the risk or the delays inherent in further litigation. Moreover, the cash benefit provided under the Settlement must be considered against the significant risk that a smaller recovery – or indeed no recovery at all – might be achieved after contested motions, a trial of the Action, and the likely appeals that would follow a trial. The factors that Lead Plaintiff considered in agreeing to settle the litigation include, among other things, the following facts and risks: i. The Court dismissed with prejudice Plaintiffs’ claims regarding K12’s reporting of standardized Scantron tests administered to students at K12-supported schools, concluding that none of the statements Plaintiffs challenged was materially false or misleading. ii. The Court also dismissed Plaintiffs’ claims regarding a wide range of statements related to the general quality and effectiveness of K12’s academic offerings, again concluding that none of K12’s challenged statements was materially false or misleading. Plaintiffs determined that they did not have sufficient facts or evidence upon which to attempt to re-plead those claims. iii. Lead Plaintiff Xxxxxxxx’s sole remaining claim relates to the alleged wrongful non- disclosure by K12 of a 2012 notice from the Agora Cyber Charter School (the “Agora Notice”) exercising its rights under the parties’ management contract to avoid the contract’s automatic renewal. After discovery, Lead Plaintiff has determined that there are significant obstacles to establishing Defendants’ liability and any damages. These obstacles include, among other things: a. that Lead Plaintiff may be unable to prove that the Agora Notice constituted material information that K12 had a duty to disclose, and/or that any Defendant acted with any intent to mislead investors; b. that Lead Plaintiff may be unable to prove that some or all of the Agora- related statements challenged in the operative complaint are actionable under the federal securities laws, or that Lead Plaintiff Xxxxxxxx and members of the Settlement Class were damaged by those alleged statements; c. that the class proposed by Lead Plaintiff would not be certified, and/or that it might only be certified for part of the class period for which certification was sought; and d. that Lead Plaintiff’s claims could be time-barred under the two-year statute of limitations governing federal...

Reasons for the Settlement. For Lead Plaintiffs, the principal reason for the Settlement is the guaranteed near- term cash benefit to the Settlement Class. This benefit must be compared to the uncertainty of being able to prove the allegations in the Complaint; the risk that the Court may grant some or all of the anticipated motions to be filed by the Defendants; the risks of litigation, especially in complex securities actions like this; as well as the difficulties, delays, and expense inherent in such litigation (including any trial and appeals). For the Defendants, who deny all allegations of wrongdoing or liability whatsoever and deny that Settlement Class Members were damaged, the principal reasons for entering into the Settlement are to end the burden, expense, uncertainty, and risk of further litigation.