Common use of THE LITIGATION Clause in Contracts

THE LITIGATION. The Action is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇, III in the United States District Court for the Eastern District of Virginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences2; and/or (ii) all persons who purchased Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint was filed on August 12, 2016. On November 10, 2016, the Court appointed Pension Trust as Lead Plaintiff and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP as Lead Counsel. On April 24, 2017, Lead Plaintiff filed its Complaint for Violations of the Federal Securities Laws (“Complaint”), which added Wayne County as named plaintiff and alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934. The named defendants in the Complaint were Orbital ATK, ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. As to the §14(a) claim, the Complaint alleged that the Joint Proxy Statement issued by Alliant and Orbital Sciences and signed by Defendants D. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ on 2 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. December 17, 2014, which was used to solicit shareholder approval of the Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and (c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The Complaint further stated that the alleged false and misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, ▇. ▇▇▇▇▇▇▇▇, Pierce, ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Class. On May 30, 2017, Defendants filed a motion to dismiss the Complaint. On September 26, 2017, the Court issued two orders, one denying Defendants’ motion to dismiss Lead Plaintiff’s §14(a) claim and the other granting Defendants’ motion to dismiss Lead Plaintiff’s §10(b) claim without prejudice and with leave to amend. On October 10, 2017, Lead Plaintiff filed an Amended Complaint for Violations of the Federal Securities Laws (“Amended Complaint”) adding ▇. ▇▇▇▇▇▇▇▇ as a defendant on the §10(b) claim and additional allegations supporting corporate scienter of Orbital ATK for the §10(b) claim. Defendants again moved to dismiss the §10(b) claim, and on March 2, 2018, the Court granted the motion to dismiss defendant ▇. ▇▇▇▇▇▇▇▇ but denied it as to Orbital ATK. On March 16, 2018, Defendants filed their answers denying liability and asserting defenses to the Amended Complaint. After the commencement of discovery in the Action, the parties engaged the services of mediator ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇ ▇▇▇, who has extensive experience mediating complex class action litigations such as this Action. The Settling Parties engaged in two all-day mediation sessions with ▇▇. ▇▇▇▇▇▇▇▇▇; the first was held in June 2018 and the second was held in November 2018, after discovery was largely complete. Both mediations included the exchange of briefs setting forth the Settling Parties’ respective arguments concerning liability and damages, and the Settling Parties had substantial communications with the mediator regarding their respective views of the merits of the Action before, during, and after the mediations. At the conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Parties continued to have numerous telephonic exchanges with ▇▇. ▇▇▇▇▇▇▇▇▇ regarding a potential resolution of the Action. On December 21, 2018, ▇▇. ▇▇▇▇▇▇▇▇▇ issued a mediator’s proposal, which the Settling Parties accepted, agreeing to settle the Action in the amount of One Hundred Eight Million Dollars ($108,000,000.00), subject to their ability to negotiate the terms of a Settlement Agreement and approval by the Court.

THE LITIGATION. The Action is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇, III in the United States District Court for the Eastern District of Virginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences2; and/or (ii) all persons who purchased Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint was filed on August 12, 2016. On November 10, 2016, the Court appointed Pension Trust as Lead Plaintiff and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP as Lead Counsel. On April 24, 2017, Lead Plaintiff filed its Complaint for Violations of the Federal Securities Laws (“Complaint”), which added Wayne ▇▇▇▇▇ County as named plaintiff and alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934. The named defendants in the Complaint were Orbital ATK, ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. As to the §14(a) claim, the Complaint alleged that the Joint Proxy Statement issued by Alliant and Orbital Sciences and signed by Defendants D. ▇▇▇▇▇▇▇▇Thompson, ▇▇▇▇▇▇Pierce, and ▇▇▇▇▇▇▇ on 2 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. December 17, 2014, which was used to solicit shareholder approval of the Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and (c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The Complaint further stated that the alleged false and misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, ▇. ▇▇▇▇▇▇▇▇, Pierce, ▇▇▇▇▇▇Larson, and ▇▇▇▇▇▇▇ made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Class. On May 30, 2017, Defendants filed a motion to dismiss the Complaint. On September 26, 2017, the Court issued two orders, one denying Defendants’ motion to dismiss Lead Plaintiff’s §14(a) claim and the other granting Defendants’ motion to dismiss Lead Plaintiff’s §10(b) claim without prejudice and with leave to amend. On October 10, 2017, Lead Plaintiff filed an Amended Complaint for Violations of the Federal Securities Laws (“Amended Complaint”) adding ▇. ▇▇▇▇▇▇▇▇ as a defendant on the §10(b) claim and additional allegations supporting corporate scienter of Orbital ATK for the §10(b) claim. Defendants again moved to dismiss the §10(b) claim, and on March 2, 2018, the Court granted the motion to dismiss defendant ▇. ▇▇▇▇▇▇▇▇ but denied it as to Orbital ATK. On March 16, 2018, Defendants filed their answers denying liability and asserting defenses to the Amended Complaint. After the commencement of discovery in the Action, the parties engaged the services of mediator ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇ ▇▇▇ADR, who has extensive experience mediating complex class action litigations such as this Action. The Settling Parties engaged in two all-day mediation sessions with ▇▇. ▇▇▇▇▇▇▇▇▇; the first was held in June 2018 and the second was held in November 2018, after discovery was largely complete. Both mediations included the exchange of briefs setting forth the Settling Parties’ respective arguments concerning liability and damages, and the Settling Parties had substantial communications with the mediator regarding their respective views of the merits of the Action before, during, and after the mediations. At the conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Parties continued to have numerous telephonic exchanges with ▇▇. ▇▇▇▇▇▇▇▇▇ regarding a potential resolution of the Action. On December 21, 2018, ▇▇. ▇▇▇▇▇▇▇▇▇ issued a mediator’s proposal, which the Settling Parties accepted, agreeing to settle the Action in the amount of One Hundred Eight Million Dollars ($108,000,000.00), subject to their ability to negotiate the terms of a Settlement Agreement and approval by the Court.

THE LITIGATION. The Action is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇, III in the United States District Court for the Eastern District of Virginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences2Sciences1; and/or (ii) all persons who purchased or acquired Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint was filed on August 12, 2016. On November 10, 2016, the Court appointed Pension Trust as Lead Plaintiff and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP as Lead Counsel. On April 24, 2017, Lead Plaintiff filed its Complaint for Violations of the Federal Securities Laws (“Complaint”), which added Wayne County as named plaintiff and alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934. The named defendants in the Complaint were Orbital ATK, ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. As to the §14(a) claim, the Complaint alleged that the Joint Proxy Statement issued by Alliant and Orbital Sciences and signed by Defendants D. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ on 2 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. December 17, 2014, which was used to solicit shareholder approval of the Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and (c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The Complaint further stated that the alleged false and misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. 1 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, ▇. ▇▇▇▇▇▇▇▇, Pierce, ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Class. On May 30, 2017, Defendants filed a motion to dismiss the Complaint. On September 26, 2017, the Court issued two orders, one denying Defendants’ motion to dismiss Lead Plaintiff’s §14(a) claim and the other granting Defendants’ motion to dismiss Lead Plaintiff’s §10(b) claim without prejudice and with leave to amend. On October 10, 2017, Lead Plaintiff filed an Amended Complaint for Violations of the Federal Securities Laws (“Amended Complaint”) adding ▇. ▇▇▇▇▇▇▇▇ as a defendant on the §10(b) claim and additional allegations supporting corporate scienter of Orbital ATK for the §10(b) claim. Defendants again moved to dismiss the §10(b) claim, and on March 2, 2018, the Court granted the motion to dismiss defendant ▇. ▇▇▇▇▇▇▇▇ but denied it as to Orbital ATK. On March 16, 2018, Defendants filed their answers denying liability and asserting defenses to the Amended Complaint. After the commencement of discovery in the Action, the parties engaged the services of mediator ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇ ▇▇▇, who has extensive experience mediating complex class action litigations such as this Action. The Settling Parties engaged in two all-day mediation sessions with ▇▇. ▇▇▇▇▇▇▇▇▇; the first was held in June 2018 and the second was held in November 2018, after discovery was largely complete. Both mediations included the exchange of briefs setting forth the Settling Parties’ respective arguments concerning liability and damages, and the Settling Parties had substantial communications with the mediator regarding their respective views of the merits of the Action before, during, and after the mediations. At the conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Parties continued to have numerous telephonic exchanges with ▇▇. ▇▇▇▇▇▇▇▇▇ regarding a potential resolution of the Action. On December 21, 2018, ▇▇. ▇▇▇▇▇▇▇▇▇ issued a mediator’s proposal, which the Settling Parties accepted, agreeing to settle the Action in the amount of One Hundred Eight Million Dollars ($108,000,000.00), subject to their ability to negotiate the terms of a Settlement Agreement and approval by the Court.

THE LITIGATION. The Action is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇, III in the United States District Court for the Eastern District of Virginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences2Sciences1; and/or (ii) all persons who purchased or acquired Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint was filed on August 12, 2016. On November 10, 2016, the Court appointed Pension Trust as Lead Plaintiff and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP as Lead Counsel. On April 24, 2017, Lead Plaintiff filed its Complaint for Violations of the Federal Securities Laws (“Complaint”), which added Wayne ▇▇▇▇▇ County as named plaintiff and alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934. The named defendants in the Complaint were Orbital ATK, ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. As to the §14(a) claim, the Complaint alleged that the Joint Proxy Statement issued by Alliant and Orbital Sciences and signed by Defendants D. ▇▇▇▇▇▇▇▇Thompson, ▇▇▇▇▇▇Pierce, and ▇▇▇▇▇▇▇ on 2 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. December 17, 2014, which was used to solicit shareholder approval of the Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and (c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The Complaint further stated that the alleged false and misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. 1 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, ▇. ▇▇▇▇▇▇▇▇, Pierce, ▇▇▇▇▇▇Larson, and ▇▇▇▇▇▇▇ made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Class. On May 30, 2017, Defendants filed a motion to dismiss the Complaint. On September 26, 2017, the Court issued two orders, one denying Defendants’ motion to dismiss Lead Plaintiff’s §14(a) claim and the other granting Defendants’ motion to dismiss Lead Plaintiff’s §10(b) claim without prejudice and with leave to amend. On October 10, 2017, Lead Plaintiff filed an Amended Complaint for Violations of the Federal Securities Laws (“Amended Complaint”) adding ▇. ▇▇▇▇▇▇▇▇ as a defendant on the §10(b) claim and additional allegations supporting corporate scienter of Orbital ATK for the §10(b) claim. Defendants again moved to dismiss the §10(b) claim, and on March 2, 2018, the Court granted the motion to dismiss defendant ▇. ▇▇▇▇▇▇▇▇ but denied it as to Orbital ATK. On March 16, 2018, Defendants filed their answers denying liability and asserting defenses to the Amended Complaint. After the commencement of discovery in the Action, the parties engaged the services of mediator ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇ ▇▇▇, who has extensive experience mediating complex class action litigations such as this Action. The Settling Parties engaged in two all-day mediation sessions with ▇▇. ▇▇▇▇▇▇▇▇▇; the first was held in June 2018 and the second was held in November 2018, after discovery was largely complete. Both mediations included the exchange of briefs setting forth the Settling Parties’ respective arguments concerning liability and damages, and the Settling Parties had substantial communications with the mediator regarding their respective views of the merits of the Action before, during, and after the mediations. At the conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Parties continued to have numerous telephonic exchanges with ▇▇. ▇▇▇▇▇▇▇▇▇ regarding a potential resolution of the Action. On December 21, 2018, ▇▇. ▇▇▇▇▇▇▇▇▇ issued a mediator’s proposal, which the Settling Parties accepted, agreeing to settle the Action in the amount of One Hundred Eight Million Dollars ($108,000,000.00), subject to their ability to negotiate the terms of a Settlement Agreement and approval by the Court.