Settlement Negotiations. In or about May 2020, the Parties agreed to a private mediation session before nationally- regarded mediator Xxxxxxxx Xxxxxxx, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Counsel (as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- proposal including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. With substantial assistance from the Mediator, and only after agreeing to the Corporate Governance Reforms, the Parties negotiated at arm’s-length the attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. On June 8, 2020, the Parties agreed to a Mediator’s proposal on the amount of attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. Defendants agreed to cause their insurer to pay nine hundred thousand dollars ($900,000) to Plaintiffs’ Counsel for their attorneys’ fees and expenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and its stockholders by the Corporate Governance Reforms as a result of the Settlement. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of Impinj.
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Settlement Negotiations. In or about May 2020Plaintiff’s Counsel and Counsel for Northwest commenced settlement discussions on February 5, the Parties agreed to a private mediation session before nationally- regarded mediator Xxxxxxxx Xxxxxxx2017, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ when Plaintiff’s Counsel (as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- demand together with an extensive proposal including a response to Plaintiffs’ Counsel’s of corporate governance reforms proposalto be instituted by the Company. On May 28Since then, 2020, the Parties participated Plaintiff’s Counsel and Defendants’ Counsel have engaged in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through via numerous telephonic calls and written communications with proposals. After extensive negotiations, on June 1, 2017, an agreement-in-principle was reached regarding the Mediator’s assistance. On June 5essential, 2020, the Parties agreed to the consideration substantive terms of the settlement of the Derivative Action. In connection with settlement negotiations leading up to the agreement-in-principle, which consists the Settling Parties did not negotiate the amount of any application by Plaintiff’s Counsel for attorneys’ fees and expense reimbursement. As part of the terms of the settlement, Northwest will agree to institute and maintain certain corporate governance reforms that for the Company agreed to adoptsooner of three (3) years from the time of their implementation as documented in the minutes of the Board, or the date on which Northwest shall have twenty-five (25) or fewer beneficial owners of its common stock. The corporate governance reforms are fully set forth in Exhibit A attached hereto (to the “Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) yearsStipulation. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. With substantial assistance from the Mediator, and only after agreeing to the Corporate Governance Reformsforegoing essential, the Parties substantive terms on June 1, 2017, Plaintiff’s Counsel and Counsel for Northwest negotiated at arm’s-arm’s length the amount of the application to be filed by Plaintiff’s Counsel for attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counselexpenses. On June 8, 2020As a result of these negotiations, the Settling Parties agreed that Plaintiff’s Counsel will apply to a Mediator’s proposal on the amount Court for an award of attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. Defendants agreed to cause their insurer to pay nine hundred thousand dollars ($900,000) to Plaintiffs’ Counsel 150,000 for their attorneys’ fees and expenses (the “Fee expenses, and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and its stockholders by the Corporate Governance Reforms $2,000 as a result of the Settlement. The Boardservice award to Plaintiff, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of ImpinjDefendants will not oppose or object to that application.
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Samples: nwbio.com
Settlement Negotiations. In or about May 2020, the Parties agreed to a private mediation session before nationally- regarded mediator Xxxxxxxx Xxxxxxx, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Plaintiff’s Counsel (as defined belowherein) and Counsel for Northwest commenced settlement discussions on February 5, 2017, when Plaintiff’s Counsel sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- demand together with a proposal including a response to Plaintiffs’ Counsel’s of corporate governance reforms proposalto be instituted by the Company. On May 28Since then, 2020, the Parties participated Plaintiff’s Counsel and Counsel for Northwest have engaged in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through via numerous telephonic telephone calls and written communications with proposals. After extensive negotiations, on June 1, 2017, an agreement-in-principle was reached regarding the Mediator’s assistance. On June 5essential, 2020, the Parties agreed to the consideration substantive terms of the settlement of the Derivative Action. In connection with settlement negotiations leading up to the agreement-in-principle, which consists the Settling Parties did not negotiate the amount of any application by Plaintiff’s Counsel for attorneys’ fees and expense reimbursement. As set forth in more detail below, as part of the terms of the settlement, Northwest will agree to institute and maintain certain corporate governance reforms that for the Company agreed to adoptsooner of three (3) years from the time of their implementation as documented in the minutes of the Board, or the date on which Northwest shall have twenty-five (25) or fewer beneficial owners of its common stock. The corporate governance reforms are fully set forth in Exhibit A attached hereto (the “Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. A. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. With substantial assistance from the Mediator, and only after agreeing to the Corporate Governance Reformsforegoing essential, the Parties substantive terms on June 1, 2017, Plaintiff’s Counsel and Counsel for Northwest negotiated at arm’s-arm’s length the amount of the application to be filed by Plaintiff’s Counsel for attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counselexpenses. On June 8, 2020As a result of these negotiations, the Settling Parties agreed that Plaintiff’s Counsel will apply to a Mediator’s proposal on the amount Court for an award of attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. Defendants agreed to cause their insurer to pay nine hundred thousand dollars ($900,000) to Plaintiffs’ Counsel 150,000 for their attorneys’ fees and expenses (the “Fee expenses, and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and its stockholders by the Corporate Governance Reforms $2,000 as a result of the Settlement. The Boardservice award to Plaintiff, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of ImpinjDefendants will not oppose or object to that application.
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Samples: nwbio.com
Settlement Negotiations. In or about May 2020, the Parties agreed to a private mediation session before nationally- nationally-regarded mediator Xxxxxxxx Xxxxxxx, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Counsel (as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- counter-proposal including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. With substantial assistance from the Mediator, and only after agreeing to the Corporate Governance Reforms, the Parties negotiated at arm’s-length the attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. On June 8, 2020, the Parties agreed to a Mediator’s proposal on the amount of attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. Defendants agreed to cause their insurer to pay nine hundred thousand dollars ($900,000) to Plaintiffs’ Counsel for their attorneys’ fees and expenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and its stockholders by the Corporate Governance Reforms as a result of the Settlement. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of Impinj.
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