See Exh. 6F for which decisions require a notice of the right to administrative review, mediation, and NAD appeal. The rights to administrative review and mediation are in accordance with 7 CFR Part 400, Subpart J, and the right to NAD appeal is in accordance with 7 CFR Part 11.
See Exh. 6, April 2019 Settlement Agreement, ¶ 1, fn 1; Appx. 111-112. The parties agreed that the 2019 strike price shall be calculated based on the 2014 Settlement Agreement “in the same manner and form as previous years.” The 2014 Settlement Agreement required that EBITDA be calculated using the Company’s “audited annual calendar year financial statements.” See Exh. 2, 2014 Settlement Agreement, ¶ 2(c)(vi)(b); Appx. 59;
See Exh. 6, April 2019 Settlement Agreement, ¶ 1, fn 1; Appx. 111-112. See also Exh. 2, 2014 Settlement Agreement, ¶ 2(c)(ii); Appx. 57 (requiring that Plaintiff be notified of the per share price by May 31st). On March 14, 2019, it was also placed on the record that the 2019 strike price should come out in May of 2019. See Exh. 7, Transcript (03/14/19), pg. 12, lines 18-25; Appx. 130. 16 See Exh. 2, 2014 Settlement Agreement, ¶¶ 2(c)(ii) & (iii); Appx. 57-58. RECEIVED by MSC 6/21/2024 4:47:25 PM be.17 The initial settlement that was placed on the record broke down, and the parties, through counsel, negotiated a subsequent settlement agreement to resolve many issues.18 These negotiations resulted in the April 2019 Settlement Agreement. As Plaintiff did in March of 2019, in the April 2019 Settlement Agreement, Plaintiff agreed to the 2019 redemption without knowing the 2019 redemption price.19 The parties agreed that it would be calculated in the same manner and form as it had been done in previous years.20 Plaintiff did not request that the “unless otherwise agreed by the Parties” language be included in the April 2019 Settlement Agreement, and no such language is included.21 The parties agreed to the 2019 redemption without condition.22 Like the 2014 Settlement Agreement, the April 2019 Settlement Agreement is an unambiguous and comprehensive settlement agreement negotiated by sophisticated parties–all represented by competent legal counsel. The April 2019 Settlement Agreement contains the following unambiguous provisions:
