The Action Sample Clauses

The Action. This case is currently pending before the Xxxxxxxxx Xxxxxxx X. Pallmeyer in the United States District Court for the Northern District of Illinois (the “Court”) and was brought on behalf of the Class (to be certified for settlement purposes) of all Persons who purchased or otherwise (i) Camping World’s financial results for the fourth quarter for the fiscal year 2016 (the “Financial Statements”); (ii) certain of Defendants’ statements related to internal controls, disclosure controls, and Generally Accepted Accounting Principles compliance (the “Controls Statements”); and (iii) certain of Defendants’ statements regarding the acquisition and integration of Gander Mountain (the “Gander Statements” and collectively with the Financial Statements and Controls Statements, the “Challenged Statements”). Lead Plaintiffs allege the Challenged Statements artificially inflated Camping World’s stock price and when the truth was eventually disclosed, the price of Camping World stock declined, resulting in substantial damages to the Class. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was, or that they believed was, false or misleading, nor did they ever direct anyone to make public statements that were, or that they believed were, false and misleading. Defendants maintain that they believed at the time and still believe that, during the Class Period and at all other times, Camping World’s public statements including the Challenged Statements, were not materially false or misleading. As a result, and as argued in their Motions to Dismiss the Action, which had not been ruled on at the time of this Settlement, Defendants contend that Lead Plaintiffs did not plead an actionable claim and cannot prove any element of securities fraud, including, but not limited to, falsity, scienter, or loss causation, and cannot prove any element of the other claims Lead Plaintiffs brought, including claims based on §§11, 12, and 15 of the Securities Act of 1933. On May 17, 2019, Defendants filed their Motions to Dismiss the Action, alleging that Lead Plaintiffs’ complaint failed to state a claim for relief. Lead Plaintiffs filed their opposition on July 16, 2019, and Defendants filed their replies on August 15, 2019. At the time the Settling Parties reached an agreement to settle the Action, Defendants’ Motions to Dismiss were pending before the Court. During the Action, certai...

The Action. In 2008, a class action was commenced in the Ontario Superior Court of Justice (the “Court”) against CIBC and certain of its officers (the “Individual Defendants”, the “Action”). The Action alleged that, during the Class Period, CIBC misrepresented or failed to disclose in certain quarterly financial statements and MD&A, public oral statements and filings with securities regulators, material information relating to CIBC’s investments in and exposure to United States residential mortgage-backed securities (“US RMBS”). The Action alleged that these public oral statements and filings with securities regulators by CIBC during the Class Period contained statements that were false or materially misleading. It was alleged that CIBC’s own common shares therefore traded at artificially inflated prices during the Class Period, resulting in damage to Class Members when information relating to those alleged misrepresentations was publicly disclosed. CIBC and the Individual Defendants denied all allegations. By order dated February 3, 2014, the Court of Appeal for Ontario granted the Plaintiffs leave to proceed with the Action under Part XXIII.1 of the Ontario Securities Act and certified the Action as a class proceeding on behalf of the Class Members. By order of the Ontario Superior Court of Justice dated September 13, 2016, Class Members were afforded the right to exclude themselves or “opt out” of the Class by no later than January 3, 2017. Persons who validly exercised the right to opt out are not Class Members, are not affected by this notice and may not participate in the Settlement. Since then, the Action has been vigorously litigated. On •, the Plaintiffs and CIBC executed a Settlement Agreement providing for the settlement the Action (the “Settlement”), which is subject to approval by the Court. The Settlement Agreement provides for the payment of CAD$125,000,000.00 (the “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, administration expenses, and the levy payable to the Class Proceedings Fund of the Ontario Law Foundation. The Settlement provides that if it is approved by the Court, 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, a...

The Action. Case No. 2:16-cv-10936-PDB-EAS in the United States District Court for the Eastern District of Michigan.

The Action. The Winthrop Parties agree not to pursue any other rights or remedies in, through or with respect to the Action, including but not limited to appealing any aspect of the judgment in the Action.

The Action. 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 trading at artificially inflated prices during this period. On September 9, 2014, the 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. Persons who validly exercised the right to opt out are not Class Members, are not affected by this notice and may not 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”), which is subject to approval by the Court. The Settlement Agreement provides for the payment of USD$13,000,000.00 (the “Settlement Funds”) in consideration of the full and final settlement of the claims of Class Members. The Settlement Funds include all legal fees, disbursements, taxes and administration expenses. The Settlement provides that if it is approved by the Court, 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.

The Action. Upon the execution of the Merger Agreement by all parties thereto, the Action will be dismissed with prejudice.

The Action. The Stockholder Parties agree not to pursue any other rights or remedies in, through or with respect to the Action, including but not limited to filing any action related to it or its associated purposes, or appealing any aspect of the judgment in the Action.

The Action. This case is currently pending before the Xxxxxxxxx Xxxxxxx X. Cummings in the United States District Court for the Northern District of Illinois (the “Court”) and was brought on behalf of a class (to be certified for settlement purposes) of all persons and entities who or which purchased or otherwise acquired the publicly traded common stock of Oak Street Health during the period from August 6, 2020 through November 8, 2021, inclusive (“Class Period”), including, among others, those who purchased shares of Oak Street Health common stock pursuant to or traceable to the Registration Statements and Prospectuses issued in connection with Oak Street Health’s Initial Public Offering (“IPO”) on August 6, 2020, its December 2, 2020 Secondary Offering (“December 2020 Offering”), and its February 10, 2021 Secondary Offering (“February 2021 Offering”), and were allegedly damaged by Defendants’ alleged conduct. The initial complaint was filed on January 10, 2022 (ECF No. 1), and on March 25, 2022, the Court appointed Central Pennsylvania Teamsters Pension Fund – Defined Benefit Plan (the “CPTPF Benefit Plan”), Central Pennsylvania Teamsters Pension Fund – Retirement Income Plan 1987 (the “CPTPF Retirement Plan” and together with the CPTPF Benefit Plan, the “CPTPF Plans”), and Boston Retirement System (“BRS”) as Lead Plaintiffs and the firms Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) and Xxxxxxx Xxxxxx Xxxxxxxx LLP (“Labaton”) as Co- Lead Counsel. (ECF No. 30). The operative complaint in the Action is Lead Plaintiffs’ Complaint for Violations of the Federal Securities Laws (the “Complaint”) filed on May 25, 2022. (ECF No. 40.). The Complaint alleges violations of §§11, 12, and 15 of the Securities Act of 1933 (“Securities Act”) and §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”), and SEC Rule 10b-5 promulgated thereunder. The Complaint alleges, inter alia, that during the Class Period, Defendants made false and misleading statements and omissions to investors concerning Oak Street Health’s patient acquisition tactics, and that Defendants allegedly concealed that Oak Street was paying for referrals on a per-patient basis and marketing or providing free transportation to prospective patients, which Plaintiffs claim violates the federal Anti-Kickback Statute and/or False Claims Act. Plaintiffs allege that these purportedly false and misleading statements and omissions caused Oak Street Health’s stock price to be artificially inflated, a...

The Action. Programme (1) The Union agrees to finance and the IPA II beneficiaries agree to accept the financing of the 2017 allocation of the following Action Programme as described in Annex I: Cross-border Cooperation Action Programme Montenegro-Albania for the years 2015 - 2017. 2017 (XXXX 2017 / 038-175) This Action Programme is financed from the Union Budget under the following basic act: Instrument for Pre-Accession Assistance (IPA II)1. (2) The total estimated cost of the 2017 allocation of this Action Programme is EUR 1, 400,000 and the maximum Union contribution to this Action Programme is set at EUR 1,190,000. No financial contribution is required from the IPA II beneficiaries.

The Action. On July 19, 2016, Plaintiff sent a pre-suit demand letter to the Board, which at that time was comprised of the Individual Defendants, Xxxxx X. Xxxx, who was named as a defendant but never served, and non-party Xxxxxx Xxxxx Xxxxx. On November 28, 2016, Plaintiff filed in this Court a Verified Shareholder Derivative Complaint in the Action on behalf of Northwest (the “Initial Complaint”). Plaintiff asserted claims against the Individual Defendants and former Northwest director Xxxxx X. Xxxx for alleged breach of fiduciary duties, abuse of control, gross mismanagement, and unjust enrichment, and also asserted claims against the Toucan Entities, Cognate, and Defendant Powers for alleged breach of fiduciary duty and unjust enrichment. Plaintiff additionally asserted claims against the Toucan Entities and Cognate for alleged aiding and abetting. The Defendants accepted service of process, with the exception of Xx. Xxxx, whom Plaintiff did not serve. On December 21, 2016, the Defendants filed an Unopposed Motion for Extension of Time to File Answer or Responsive Pleading, which the Court granted on January 3, 2017. On February 13, 2017, the Individual Defendants, the Toucan Entities, and Cognate, respectively, filed separate motions to dismiss the Initial Complaint. On March 1, 2017, Plaintiff filed a Verified Amended Shareholder Derivative Complaint in the Action (the “Amended Complaint”). On March 10, 2017, the Settling Parties filed a Joint Motion to Extend Time Requirements so that Defendants could extend time for briefing a response to the Amended Complaint, which was granted by the Court on March 17, 2017. On April 11, 2017, Plaintiff sent interrogatories and requests for production of documents (the “discovery requests”) to Defendants, and filed a Notice of Service of Discovery Materials with the Court. On April 17, 2017, the Individual Defendants, the Toucan Entities, and Cognate, respectively, filed separate motions to dismiss the Amended Complaint. On April 21, 2017, the Defendants filed Defendants’ Motion for Protective Order Staying Discovery Pending Dispositive Motions, moving to stay all discovery until their separate motions to dismiss were decided. Following Plaintiff’s withdrawal of the discovery requests that were the subject of Defendants’ April 21, 2017 Motion for Protective Order Staying Discovery Pending Dispositive Motions, on April 28, 2017, Defendants filed a Line Withdrawing Motion to Stay Discovery, requesting that their motion be with...