Motion for Preliminary Approval of the Settlement Clause Samples

Motion for Preliminary Approval of the Settlement. Following the execution 13 of the Settlement Agreement by all parties, Class Counsel shall prepare and file a motion 14 requesting preliminary approval of the Settlement, and authorizing dissemination of notice to the 15 Class. The motion for preliminary approval shall include a proposed form of order in the form 16 substantially as in Exhibit C hereto: 17 (a) requesting preliminary approval of the Settlement as fair, reasonable, and adequate 18 within the meaning of Fed. R. Civ. P. 23, and finding that dissemination of notice to the End-Payor Class is warranted;

Motion for Preliminary Approval of the Settlement. As previously directed by the Court, Plaintiffs shall submit to the Court – and Defendants shall support – a motion (the “Motion”) requesting entry of an order certifying the Direct Purchaser Class, preliminarily approving the settlement, and authorizing dissemination of notice to the Direct Purchaser Class (the “Preliminary Approval Order”). The Motion shall: (a) provide the definition of the Class to be certified by the Court pursuant to this Settlement Agreement; (b) request preliminary approval of the Settlement as fair, reasonable and adequate within the meaning of Fed. R. Civ. P. 23; (c) seek the appointment of the law firms of Faruqi & Faruqi LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., and Grant & Eisenhofer P.A. as Plaintiffs’ Counsel under Fed. R. Civ. P. 23(g); (d) request a stay of all proceedings against Defendants in the Direct Purchaser Class Action, except those proceedings provided for or required by this Settlement Agreement; and (e) seek approval for notice to the Class by means of direct first-class United States mail notice in the form substantially as set forth in Exhibit A hereto. Direct Purchaser Plaintiffs’ Counsel will effectuate notice to the Class by first-class United States mail. Defendants shall not have any liability with respect to giving notice of this Settlement Agreement to members of the Class, including, but not limited to, the expense and cost of such notice. (f) include a proposed form of order, which includes such provisions as are typical in such orders, including (a) a finding that the proposed plan of notice complies with Rule 23 and the requirements of due process, and (b) a provision that if final approval of the settlement is not obtained, the settlement is null and void and the parties will revert to their positions ex ante without prejudice to their rights, claims, or defenses.

Motion for Preliminary Approval of the Settlement. Plaintiffs shall draft a motion for preliminary approval of the Settlement and all necessary supporting documents, which shall be consistent with this Settlement Agreement and which Rice University shall have a right to review and approve (which approval shall not be unreasonably withheld). Rice University may suggest revisions, which Plaintiffs agree to consider in good faith, as long as Rice University provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or such other time as the Settling Parties may agree. Unless the Settling Parties agree otherwise, Plaintiffs will file the motion for preliminary approval with the Court no later than 45 days after the execution of this Settlement Agreement. Rice University understands and accepts that Plaintiffs may file for preliminary approval of this Settlement jointly with other settlements in this Action. Nothing in this Settlement Agreement shall prevent Plaintiffs from consummating settlements with other Defendants in this Action or from including such settlements as part of a joint preliminary approval motion. The motion for preliminary approval shall include a proposed form of order substantially similar to Exhibit A, including:

Motion for Preliminary Approval of the Settlement. Plaintiffs shall submit to the Court—and AstraZeneca shall not oppose in any court, including on appeal—a motion (the “Motion”) requesting entry of an order preliminarily approv- ing the settlement, the proposed forms of notice, and plan of allocation. The text of the Motion, proposed order and corresponding notices shall be agreed upon by the Direct Purchaser Plaintiffs and by AstraZeneca before the Direct Purchaser Plaintiffs submit it to the Court, provided AstraZeneca provides comments and edits to such documents within forty-eight (48) hours of receiving the same from the Direct Pur- chaser Plaintiffs. Direct Purchaser Plaintiffs shall provide drafts of the Motion, pro- posed order, and corresponding notices to counsel for AstraZeneca within eight (8) calendar days of the Execution Date and shall submit same to the Court within forty- eight (48) hours of receiving final comments and edits from AstraZeneca. The Mo- tion shall, inter alia: a. request preliminary approval of the settlement set forth in this Settle- ment Agreement as fair, reasonable, and adequate within the meaning of Federal Rule of Civil Procedure 23, and in the best interests of the Direct Purchaser Class; b. request a stay of all proceedings against AstraZeneca until such time as the Court renders a final decision regarding the approval of the settlement, ex- cept those proceedings provided for or required by this Settlement Agreement; c. seek approval of an escrow agreement regarding the settlement con- sideration described herein; d. seek approval for notice to the Class by means of direct first-class United States mail notice; and e. include a proposed form of order, which includes such provisions as are typical in such orders, including a finding that the proposed plan of notice com- plies with Federal Rule of Civil Procedure 23 and the requirements of due process.

Motion for Preliminary Approval of the Settlement. No later than five (5) days after the Execution Date, Class Counsel shall (a) move for preliminary approval of the Settlement Agreement and conditional certification of the Settlement Class (the “Motion for Preliminary Approval of the Settlement”), and (b) file the Settlement Agreement as an exhibit to the Motion for Preliminary Approval of the Settlement. Simultaneously, the Class Representatives will move for class certification pursuant to Fla. R. Civ. P. 1.220(b)(3) for purposes of the Settlement.‌ 8.1.1 The Parties agree to take all actions reasonably necessary to obtain the Preliminary Approval Order from the Court. 8.1.2 The Parties recognize that there may be further pleadings, discovery responses, documents, testimony, or other matters or materials owed by the Parties to each other in the Litigation pursuant to existing pleading requirements, discovery requests, pretrial rules, procedures, orders, decisions, or otherwise. As of the Execution Date, each Party expressly waives any right to receive, inspect, or hear such pleadings, discovery, testimony, or other matters or materials during the pendency of the settlement proceedings contemplated by this Settlement Agreement and subject to further order of the Court. 8.1.3 The Parties agree that any certification of the Settlement Class will be for settlement purposes only. The Parties do not waive or concede any position or arguments they have for or against certification of any class for any other purpose in any action or proceeding. Any class certification order entered in connection with this Settlement Agreement will not constitute an admission by any Settling Party, or finding or evidence, that the Class Representatives’ claims, or the claims of any other Settlement Class Member, or the claims of the Settlement Class, are appropriate for class treatment if the claims were contested in this or any other federal, state, arbitral, or foreign forum.

Motion for Preliminary Approval of the Settlement. As soon as practical after the execution of this Agreement, but in all events no later than June 3, 2019 (unless otherwise agreed to by the Parties), the Parties shall file with the Court a motion seeking preliminary approval of the Settlement reflected in this Agreement. ICOT agrees to cooperate in obtaining a preliminary approval order, but that shall not be an admission by ICOT that a class and/or relief would have been appropriate in the Litigation.

Motion for Preliminary Approval of the Settlement. As soon as is practicable and in no event later than 10 business days after this Settlement Agreement has been fully executed by all parties, Plaintiffs and the Direct Purchaser Class shall submit to the Court, and Shire shall support, a motion seeking entry of an order preliminarily approving the Settlement and authorizing dissemination of Notice to the Direct Purchaser Class, substantially in the form of Exhibit A hereto (the “Preliminary Approval Order”), and shall: a. Request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate, and in the best interests of the Direct Purchaser Class, pursuant to Fed. R. Civ. P. Rule 23; b. Request a stay of all proceedings in this Action on behalf of Plaintiffs and the Direct Purchaser Class, except those proceedings provided for or required by this Settlement Agreement; c. Request approval of the notice plan, providing for direct mail notice to all members of the Direct Purchaser Class, along with best efforts to provide email notice to all members of the Direct Purchaser Class as well, substantially in the form of Exhibit B hereto; and d. Seek a schedule for a hearing by the Court after the notice period has expired to finally approve the Settlement and Class Counsel’s application for an award of attorney fees and reimbursement of expenses.

Motion for Preliminary Approval of the Settlement. Plaintiffs shall submit to the Court-and ▇▇▇▇▇ shall not oppose in any court, including on appeal­ a motion (the "Motion") requesting entry of an order preliminarily approving the settlement. The text of which motion, proposed order and corresponding notices shall be agreed upon by the Direct Purchaser Plaintiffs and by ▇▇▇▇▇ before the Direct Purchaser Plaintiffs submit it to the Court, provided ▇▇▇▇▇ provides com­ ments and edits to such documents within forty-eight (48) hours of receiving the same from the Direct Purchaser Plaintiffs. The Motion shall, inter alia: a. request preliminary approval of the Settlement set forth in this Settle- ment Agreement as fair, reasonable, and adequate within the meaning of Fed. R. Civ. P. 23, and in the best interests of the Direct Purchaser Class; b. request a stay of all proceedings against ▇▇▇▇▇ in the Direct Purchaser Class Action until such time as the Court renders a final decision regarding the ap­ proval of the Settlement, except those proceedings provided for or required by this Settlement Agreement; c. seek approval ofan escrow agreement regarding the Settlement con- sideration described herein; d. seek approval for notice to the Class by means of direct first-class United States mail notice; and e. include a proposed form of order, which includes such provisions as are typical in such orders, including a finding that the proposed plan of notice com­ plies with Rule 23 and the requirements of due process.

Motion for Preliminary Approval of the Settlement. Plaintiff shall submit to the Court—and Actavis and Merz shall take no position regarding—a motion (the “Motion”) requesting entry of an order preliminarily approving the Settlement, and authorizing dissemination of notice to the Indirect Purchaser Class (the “Preliminary Approval Order”) substantially in the form of Exhibit A hereto. The Motion, which Actavis and Merz shall have the reasonable opportunity to review in advance of Plaintiff filing, shall: a. request preliminary approval of the Settlement set forth in this Settlement Agreement as fair, reasonable, and adequate within the meaning of Federal Rule of Civil Procedure 23, and in the best interests of the Indirect Purchaser Class; b. seek appointment of a notice administrator; c. seek appointment of an Escrow Agent (as defined in Paragraph 6 below); d. request a stay of all proceedings against ▇▇▇▇▇▇▇ and Merz in the Indirect Purchaser Class Action, except those proceedings provided for or required by this Settlement Agreement; e. seek approval for class notice by means of notice substantially in the form attached hereto as Exhibit B; and f. include a proposed form of order, which includes such provisions as are typical in such orders, including a finding that the proposed plan of notice complies with Rule 23 and the requirements of due process, and a provision that if final approval of the Settlement is not obtained, the Settlement is null and void and the Parties will revert to their positions ex ante without prejudice to their rights, claims, or defenses as of October 4, 2022.