Common use of Xxxxx et al Clause in Contracts

Xxxxx et al. C. A. No. 10136-VCL, filed September 16, 2014; and Xxxxxxxx x. 1 All terms with initial capitalization not otherwise defined herein shall have the meanings ascribed to them in ¶ 1 herein. B. On October 6, 2014, the Court entered a stipulated Order Re Consolidation and Leadership, consolidating the foregoing actions into the Action and appointing Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP, Xxxxx & Xxxxxxxxxx P.A., and Xxxxxxx Topaz Xxxxxxx & Check, LLP as Co-Lead Counsel (“Lead Counsel”). The Complaint filed in City of Lakeland Employees’ Pension Plan x. Xxxxx, et al., C.A. No. 10136-VCL, was deemed the operative complaint in the consolidated action (hereafter the “Verified Class Action Complaint”). C. On January 13, 2015, Plaintiffs filed a Motion for Leave to File a Supplement to Verified Class Action Complaint, which proposed supplement included allegations that disclosures to GFI stockholders in the Proxy were misleading or omitted material information and allegations that the Management Defendants had further breached their fiduciary duties by threatening to modify certain employment agreements in order to make the possibility of a transaction with BGCP less attractive to BGCP. D. On January 28, 2015, Plaintiffs filed a Motion for Leave to File a Second Supplement to the Verified Class Action Complaint, which included additional facts and allegations about events that had occurred since the filing of the Verified Class Action Complaint. E. On February 7, 2015, pursuant to the Court’s oral ruling on February 6, 2015, Plaintiffs filed the Third Supplement to the Verified Class Action Complaint, which included additional facts and allegations about events that had occurred since the filing of the Second Supplement. F. On February 27, 2015, BGCP announced that it completed its tender offer for GFI shares. G. On May 20, 2015, the Court entered the Third Scheduling Order, which provided that trial would commence on November 9, 2015. H. On July 13, 2015, Plaintiffs filed the Amended Verified Class Action Complaint (together with the Verified Class Action Complaint and the Supplement, Second Supplement, and Third Supplement to the Verified Class Action Complaint, the “Pleadings”), superseding the Complaint filed on September 11, 2014 and the subsequent Supplements to the Complaint. I. On July 29, 2015, after arm’s length negotiations, including a one-day mediation on July 1, 2015, counsel to the Parties reached an agreement-in-principle to settle the Action that was memorialized in a Memorandum of Understanding (“MOU”) entered into as of August 24, 2015. The MOU sets forth, among other things, the Parties’ binding agreement to settle and release all claims asserted against Defendants in the Action on the terms set forth therein. J. This Stipulation (together with the exhibits hereto) has been duly executed by the undersigned signatories on behalf of their respective clients, and reflects the final and binding agreement between the Parties. K. Based upon their investigation and prosecution of the Action, including the discovery conducted in the Action, Plaintiffs and Lead Counsel have concluded that the terms and conditions of this Stipulation are fair, reasonable and adequate to Plaintiffs and the other members of the Class. Based on Plaintiffs’ direct oversight of the prosecution of this matter and with the advice of their counsel, each of the Plaintiffs has agreed to settle and release the claims raised in the Action pursuant to the terms and provisions of this Stipulation, after considering (a) the substantial financial benefit that Plaintiffs and the other members of the Class will receive under the proposed Settlement; (b) the significant risks of continued litigation and trial; and (c) the desirability of permitting the Settlement to be consummated as provided by the terms of this Stipulation. L. This Stipulation constitutes a compromise of matters that are in dispute between the parties to the Action. Defendants are entering into this Stipulation solely to eliminate the uncertainty, burden and expense of further protracted litigation. Each of the Defendants denies any wrongdoing, and this Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, or any other of the Released Defendant Persons (defined below), with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, or could have, asserted. The Defendants expressly deny that Plaintiffs have asserted any valid claims as to any of them, and expressly deny any and all allegations of fault, liability, wrongdoing or damages whatsoever. Similarly, this Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any Plaintiff of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants’ defenses to liability had any merit. Each of the Parties recognizes and acknowledges, however, that the Action has been initiated, filed and prosecuted by Plaintiffs in good faith and defended by Defendants in good faith, that the Action is being voluntarily settled with the advice of counsel, and that the terms of the Settlement are fair, adequate and reasonable.

Xxxxx et al. C. A. No. 10136-VCL, filed September 16, 2014; and Xxxxxxxx x. 1 All terms with initial capitalization not otherwise defined herein shall have the meanings ascribed to them in ¶ 1 hereinXxxxx, et al., C.A. No. 10166-VCL, filed September 25, 2014. B. 7. On October 6, 2014, the Court entered a stipulated Order Re Consolidation and Leadership, consolidating the foregoing actions into the Action and appointing Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP, Xxxxx & Xxxxxxxxxx P.A., and Xxxxxxx Topaz Xxxxxxx & Check, LLP as Co-Lead Counsel (“Lead Counsel”). The Complaint filed in City of Lakeland Employees’ Pension Plan x. Xxxxx, et al., C.A. No. 10136-VCL, was deemed the operative complaint in the consolidated action (hereafter the “Verified Class Action Complaint”). C. 8. On January 13, 2015, Plaintiffs filed a Motion for Leave to File a Supplement to Verified Class Action Complaint, which proposed supplement included allegations that disclosures to GFI stockholders in the Proxy were misleading or omitted material information and allegations that the Management Defendants had further breached their fiduciary duties by threatening to modify certain employment agreements in order to make the possibility of a transaction with BGCP less attractive to BGCP. D. 9. On January 28, 2015, Plaintiffs filed a Motion for Leave to File a Second Supplement to the Verified Class Action Complaint, which included additional facts and allegations about events that had occurred since the filing of the Verified Class Action Complaint. E. 10. On February 7, 2015, pursuant to the Court’s oral ruling on February 6, 2015, Plaintiffs filed the Third Supplement to the Verified Class Action Complaint, which included additional facts and allegations about events that had occurred since the filing of the Second Supplement. F. 11. On February 27, 2015, BGCP announced that it completed its tender offer for GFI sharesshares (the “BGCP Tender Offer”). G. 12. On May 20, 2015, the Court entered the Third Scheduling Order, which provided that trial would commence on November 9, 2015. H. 13. On July 13, 2015, Plaintiffs filed the Amended Verified Class Action Complaint (together with the Verified Class Action Complaint and the Supplement, Second Supplement, and Third Supplement to the Verified Class Action Complaint, the “Pleadings”), superseding the Complaint filed on September 11, 2014 and the subsequent Supplements to the Complaint. I. 14. On July 29, 2015, after arm’s length negotiations, including a one-day mediation on July 1, 2015, counsel to the Parties reached an agreement-in-principle to settle the Action that was memorialized in a Memorandum of Understanding (“MOU”) entered into as of August 24, 2015. The MOU sets set forth, among other things, the Parties’ binding agreement to settle and release all claims asserted against Defendants in the Action on the terms set forth therein. J. This 15. On September 15, 2015, the Settling Parties entered into the Stipulation (together with memorializing the exhibits hereto) has been duly executed by final terms of the undersigned signatories on behalf of their respective clientsSettlement, and reflects on , 2015, the Court entered a Scheduling Order directing that this Notice to be sent to potential Class Members, and scheduling the Settlement Hearing to consider whether to grant final and binding agreement between approval to the PartiesSettlement. K. 16. Based upon their investigation and prosecution of the Action, including the discovery conducted in the Action, Plaintiffs and Lead Counsel have concluded that the terms and conditions of this the Stipulation are fair, reasonable and adequate to Plaintiffs and the other members of the Class. Based on Plaintiffs’ direct oversight of the prosecution of this matter and with the advice of their counsel, each of the Plaintiffs has agreed to settle and release the claims raised in the Action pursuant to the terms and provisions of this the Stipulation, after considering considering (a) the substantial financial benefit that Plaintiffs and the other members of the Class will receive under the proposed Settlement; (b) the significant risks of continued litigation and trial; and (c) the desirability of permitting the Settlement to be consummated as provided by the terms of this the Stipulation. L. This 17. The Stipulation constitutes a compromise of matters that are in dispute between the parties to the Action. Defendants are entering have entered into this the Stipulation solely to eliminate the uncertainty, burden and expense of further protracted litigation. Each of the Defendants denies any wrongdoing, and this the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, or any other of the Released Defendant Persons (defined in ¶ 29 below), with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, or could have, asserted. The Defendants expressly deny that Plaintiffs have asserted any valid claims as to any of them, and expressly deny any and all allegations of fault, liability, wrongdoing or damages whatsoever. Similarly, this the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any Plaintiff of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants’ defenses to liability had any merit. Each of the Settling Parties recognizes and acknowledges, however, that the Action has been initiated, filed and prosecuted by Plaintiffs in good faith and defended by Defendants in good faith, that the Action is being voluntarily settled with the advice of counsel, and that the terms of the Settlement are fair, adequate and reasonable. HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT? 18. If you are a member of the Class, you are subject to the Settlement. The Class preliminary certified by the Court for Settlement purposes consists of: all record holders and beneficial holders of common stock of GFI at any time during the period June 30, 2014 through and including the closing of the Back-End Mergers, and their transferees or successors, and who were alleged to have been damaged due to Defendants’ conduct alleged in the Amended Complaint. Excluded from the Class are (a) Defendants, GFI, and BGCP; (b) all subsidiaries of or affiliates controlled by CME during the Class Period; (c) all subsidiaries and affiliates of JPI, GFI, or BGCP during the Class Period; (d) all Officers, partners and directors of JPI, GFI, or BGCP during the Class Period; (e) the Immediate Family members of the Individual Defendants or of any other person who, during the Class Period, was an Officer, partner or director of JPI, GFI, or BGCP; and (f) the respective legal representatives, predecessors, successors in interest or assigns of, or entities or trusts controlled by, any of the foregoing in (a) (e) above.