Common use of MOTION FOR PRELIMINARY APPROVAL Clause in Contracts

MOTION FOR PRELIMINARY APPROVAL. a. By March 29, 2018, the parties will jointly file a motion (the “Motion for Preliminary Approval”) with the Court, noticed for hearing on May 3, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval of the Settlement, conditionally certifying the Class, setting a date for the Final Approval Hearing (for which the Parties will request September 6, 2018), and approving the Class Member Notice, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval an order granting the motion in substantially the same form evidenced by Exhibit F to this Agreement. b. Pursuant to the PAGA, on the date the Parties file the Motion for Preliminary Approval with the Court, TPMG will submit the PAGA Notice enclosing this Agreement to the LWDA. The Parties intend and believe that providing notice of this Settlement to the LWDA pursuant to the procedures described in this section complies with the requirements of PAGA, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval of the Settlement and bar any claim to void or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”), within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with the requirements of CAFA; and will request the Court to adjudicate the validity of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary approval of the Settlement as provided by this Agreement. e. Should the Court decline to preliminarily approve all material aspects of the Settlement, or require for preliminary approval material changes to the Settlement to which the Parties do not agree, the Settlement will be null and void and the Parties will have no further obligations under it.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29, 2018, the parties will jointly file a motion (the “Motion for Preliminary Approval”) with the Court, noticed for hearing on May 3, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval of the Settlement, conditionally certifying the Class, setting a date for the Final Approval Hearing (for which the Parties will request September 6, 2018), and approving the Class Member Notice, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval an order granting the motion in substantially the same form evidenced by Exhibit F to this Agreement. b. Pursuant to the PAGA, on the date the Parties Named Plaintiffs shall file the Motion for Preliminary Approval of the Settlement and proposed Order Granting Preliminary Approval of the Settlement with the supporting papers, a draft of which will be provided to Defendant’s Counsel no fewer than five Business Days prior to filing with the Court. The Parties shall jointly agree upon the timing for that filing, the Motion to be filed with the Court, TPMG will submit the PAGA Notice enclosing this Agreement to Claims Administrator, and the LWDAtiming for any preliminary or final approval hearings requested in the Motion. The Parties intend and believe agree that providing notice of this Settlement to the LWDA pursuant to the procedures described in this section complies with the requirements of PAGA, and will request the Court to adjudicate may enter the validity of the PAGA Notice in the Motion for Final Approval of Order Granting Preliminary Approval, without material variation from Exhibit B except as otherwise permitted by this Agreement, preliminarily approving the Settlement and bar any claim to void or avoid this Agreement. Among other things, the Order Granting Preliminary Approval shall preliminarily certify the Settlement under PAGA. c. Pursuant Class for settlement purposes only; approve the Named Plaintiffs as class representatives; appoint Class Counsel to represent the Settlement Class; appoint the Claims Administrator; approve the Notice(s) of Class Action Fairness Act of 2005 (“CAFA”), within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with Settlement; approve the requirements of CAFA; and will request the Court for objecting to adjudicate the validity of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid excluding individuals from the Settlement under CAFA. d. At the hearing Class, as provided in this Agreement; provide that certification and all actions associated with certification are undertaken on the Motion for Preliminary Approvalcondition that the certification and other actions shall be automatically vacated if this Agreement is terminated, the Parties will jointly appear and support the granting of preliminary approval of the Settlement as provided by in this Agreement. e. Should ; preliminarily enjoin all Named Plaintiffs, Settlement Class Members, and their legally authorized representatives, unless and until they submit a timely request for exclusion pursuant to this Agreement, from filing or otherwise participating in any other suit based on the Court decline to preliminarily approve all material aspects of the SettlementNamed Plaintiffs’ Released Claims or Settlement Class Members’ Released claims, or require for preliminary approval material changes from attempting to effect an opt-out of a group, class, or subclass of individuals; and schedule the Settlement to which the Parties do not agree, the Settlement will be null and void and the Parties will have no further obligations under itFinal Approval Hearing.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29, 2018, the parties will jointly file a motion (the “Motion for Preliminary Approval”) with the Court, noticed for hearing on May 3, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval of the Settlement, conditionally certifying the Class, setting a date for the Final Approval Hearing (for which the Parties will request September 6, 2018), and approving the Class Member Notice, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval an order granting the motion in substantially the same form evidenced by Exhibit F to this Agreement. b. Pursuant to the PAGA, on the date the Parties Named Plaintiffs shall file the Motion for Preliminary Approval of the Settlement and proposed Order Granting Preliminary Approval of the Settlement with the supporting papers, a draft of which will be timely provided to ▇▇▇▇’s counsel for approval prior to filing with the Court. The Parties shall jointly agree upon the timing for that filing, the Motion to be filed with the Court, TPMG will submit the PAGA Notice enclosing this Agreement Settlement Administrator, and the timing for any preliminary or final approval hearings requested in the Motion. Named Plaintiffs shall seek the Court’s permission to enter the LWDASecond Amended Complaint for Settlement, without material variation from Exhibit C, and Lyft shall consent to such amendment pursuant to California Rule of Civil Procedure 472(a). The Parties intend and believe that providing notice of this Second Amended Complaint for Settlement to the LWDA pursuant to the procedures described in this section complies shall be submitted concurrently with the requirements submission of PAGA, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval of the Settlement and bar any claim to void or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”), within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with the requirements of CAFA; and will request the Court to adjudicate the validity of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary approval of the Settlement so that such complaint may be entered promptly upon approval of the Court. Obtaining the Court’s approval to file the Second Amended Complaint for Settlement, and the subsequent prompt entry of the Second Amended Complaint for Settlement, are material conditions of this Settlement Agreement. The Parties agree that the filing of the Second Amended Complaint for Settlement will streamline the settlement process and ensure that more money can be paid to Settlement Class Members by saving the costs of multiple notice and approval processes. The Parties further agree and stipulate that, if for any reason the Settlement does not become Final or the Effective Date does not occur, the Second Amended Complaint for Settlement shall be stricken from the record and the operative complaint shall revert to the filed complaint that preceded the Second Amended Complaint for Settlement. The Parties agree that the Court may enter the Order Granting Preliminary Approval, without material variation from Exhibit B except as provided otherwise permitted by this Agreement. e. Should , preliminarily approving the Court decline Settlement and this Agreement. Among other things, the Order Granting Preliminary Approval shall preliminarily certify the Settlement Class for settlement purposes only; approve ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as class representatives; appoint Class Counsel to preliminarily represent the Settlement Class; appoint the Settlement Administrator; approve all material aspects the Notice(s) of Class Settlement; approve the Settlement, or require requirements for preliminary approval material changes objecting to the Settlement to which the Parties do not agree, and excluding individuals from the Settlement will Class, as provided in this Agreement; provide that certification and all actions associated with certification are undertaken on the condition that the certification and other actions shall be null automatically vacated if this Agreement is terminated, as provided in this Agreement; preliminarily enjoin all Named Plaintiffs, Settlement Class Members, and void their legally authorized representatives, unless and until they submit a timely Exclusion Request pursuant to this Agreement, from filing or otherwise participating in any other suit based on the Parties will have no further obligations under itNamed Plaintiffs’ General Released Claims or Settlement Class Members’ Released claims, or from attempting to effect an opt-out of a group, class, or subclass of individuals; and schedule the Final Approval Hearing.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29, 2018, the parties will The Parties agree to jointly prepare and file a motion for preliminary approval (the “Motion for Preliminary Approval”) that complies with the Court’s current checklist for Preliminary Approvals. Plaintiff’s Responsibilities. Plaintiff will prepare and deliver to Defense Counsel all documents necessary for obtaining Preliminary Approval, noticed for hearing on May 3, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval including: (i) a draft of the Settlement, conditionally certifying the Class, setting a date for the Final Approval Hearing (for which the Parties will request September 6, 2018)notice, and approving the Class Member Noticememorandum in support, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval that includes an order granting analysis of the motion in substantially Settlement under Dunk/▇▇▇▇▇▇; (ii) a draft proposed Order Granting Preliminary Approval; (iii) a draft proposed Class Notice; (iv) a signed declaration from the same form evidenced by Exhibit F Administrator attaching its “not to this Agreement. b. Pursuant exceed” bid for administering the Settlement and attesting to its willingness to serve; competency; operative procedures for protecting the security of Class Data; amounts of insurance coverage for any data breach, defalcation of funds or other misfeasance; all facts relevant to any actual or potential conflicts of interest with Class Members; and the nature and extent of any financial relationship with Plaintiff, Class Counsel or Defense Counsel; (v) a signed declaration from Plaintiff confirming willingness and competency to serve and disclosing all facts relevant to any actual or potential conflicts of interest with Class Members, [and/or] the Administrator; (v) a signed declaration from each Class Counsel firm attesting to its competency to represent the Class Members; and all facts relevant to any actual or potential conflict of interest with Class Members, the Administrator; (vi) a redlined version of the parties’ Agreement showing all modifications made to the PAGA, on the date the Parties file the Motion Model Agreement ready for Preliminary Approval filing with the Court; In their Declarations, TPMG Plaintiff and Class Counsel Declaration shall aver that they are not aware of any other pending matter or action asserting claims that will submit the PAGA Notice enclosing this Agreement to the LWDA. The Parties intend and believe that providing notice of this Settlement to the LWDA pursuant to the procedures described in this section complies with the requirements of PAGA, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval of the Settlement and bar any claim to void be extinguished or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”), within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with the requirements of CAFA; and will request the Court to adjudicate the validity of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary approval of the Settlement as provided adversely affected by this Agreement. e. Should the Court decline to preliminarily approve all material aspects of the Settlement, or require for preliminary approval material changes to the Settlement to which the Parties do not agree, the Settlement will be null and void and the Parties will have no further obligations under it.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29, 2018, the parties will The Parties agree to jointly prepare and file a motion for preliminary approval (the “Motion for Preliminary Approval”) that complies with the Court, noticed ’s current checklist for hearing on May 3, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval Approvals. 7.1 DEFENDANT’s Declaration in Support of Preliminary Approval. Within 21 days of the full execution of this Agreement, Defendant will prepare and deliver to Class Counsel a signed Declaration from Defendant and Defense Counsel disclosing all facts relevant to any actual or potential conflicts of interest with the Administrator. In their Declarations, Defense Counsel and Defendant shall aver that they are not aware of any other pending matter or action asserting claims that will be extinguished or adversely affected by the Settlement. 7.2 Plaintiff’s Responsibilities. Plaintiff will prepare and deliver to Defense Counsel all documents necessary for obtaining Preliminary Approval, conditionally certifying including: (i) a draft of the Class, setting a date for the Final Approval Hearing (for which the Parties will request September 6, 2018)notice, and approving the Class Member Noticememorandum in support, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval that includes an order granting analysis of the motion in substantially Settlement under Dunk/▇▇▇▇▇▇ and a request for approval of the same form evidenced by Exhibit F to this Agreement. b. Pursuant to the PAGAPAGA Settlement under Labor Code Section 2699, on the date the Parties file the Motion for subd. (f)(2)); (ii) a draft proposed Order Granting Preliminary Approval and Approval of PAGA Settlement; (iii) a draft proposed Class Notice; (iv) a signed declaration from the Administrator attaching its “not to exceed” bid for administering the Settlement and attesting to its willingness to serve; competency; operative procedures for protecting the security of Class Data; amounts of insurance coverage for any data breach, defalcation of funds or other misfeasance; all facts relevant to any actual or potential conflicts of interest with Class Members; and the Courtnature and extent of any financial relationship with Plaintiff, TPMG will submit Class Counsel or Defense Counsel; (v) a signed declaration from Plaintiff confirming willingness and competency to serve and disclosing all facts relevant to any actual or potential conflicts of interest with Class Members, or the PAGA Notice enclosing this Agreement Administrator; (v) a signed declaration from each Class Counsel firm attesting to its competency to represent the LWDA. The Parties intend and believe that providing notice of this Settlement Class Members; its timely transmission to the LWDA pursuant to the procedures described in this of all necessary PAGA documents (initial notice of violations (Labor Code section complies with the requirements of PAGA2699.3, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval of the Settlement and bar any claim to void or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 subd. (“CAFA”a)), within ten Operative Complaint (10) days after the Parties file the Motion for Preliminary ApprovalLabor Code section 2699, TPMG will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of noticesubd. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in (l)(1)), this Agreement (Labor Code section complies with the requirements of CAFA2699, subd. (l)(2)); and will request the Court all facts relevant to adjudicate the validity any actual or potential conflict of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approvalinterest with Class Members, the Parties Administrator and/or the Cy Pres Recipient. In their Declarations, Plaintiff and Class Counsel Declaration shall aver that they are not aware of any other pending matter or action asserting claims that will jointly appear and support the granting of preliminary approval of the Settlement as provided be extinguished or adversely affected by this Agreement. e. Should the Court decline to preliminarily approve all material aspects of the Settlement, or require for preliminary approval material changes to the Settlement to which the Parties do not agree, the Settlement will be null and void and the Parties will have no further obligations under it.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29, 2018, the parties will jointly Noble shall file a motion (the “Motion for Preliminary Approval”) with the Court, noticed for hearing on May 3, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval of the Settlementproposed settlement within fourteen (14) days after the execution of this Agreement. Value Finance agrees not to oppose the entry of an order of Preliminary Approval in the form annexed hereto as Exhibit A, conditionally certifying which provides, among other things: (a) That the settlement is preliminarily approved as being within the range of reasonableness such that notice thereof should be given to the Class; (b) That the notice of proposed class action settlement substantially in the form attached as Exhibit B is approved by the Court; that the mailing of the Class Notice in the manner and form set forth in the Order meets all the requirements of Pa. R. Civ. P. 1712, setting a date 1714, and any other applicable law; that such Notice constitutes the best notice practicable under the particular circumstances of this case; and shall constitute valid, due, and sufficient notice to all persons entitled to it; (c) That deadlines shall be established for mailing Class Notices, making any objections and requests to opt out of the settlement, and filing any papers in connection with the Final Approval Hearing and the consideration of the approval or disapproval of the Settlement Agreement; (for which d) That any objections by Class Members to: (i) the Parties will request September 6proposed settlement, 2018)or (ii) the entry of the Final Approval Order, shall be heard and any papers submitted in support of such objections shall be considered by the Court at the Final Approval Hearing only if, on or before a date (or dates) specified in the Class Notice and the Preliminary Approval Order, the objector sends to the Settlement Administrator, Class Counsel, and approving counsel for Value Finance a notice of their intention to appear, and states the basis for such objections. Any objection shall be postmarked and mailed to Class Member NoticeCounsel, the Class Member Settlement Information Sheetcounsel for Value Finance, and the form Settlement Administrator on or before the date specified in the Class Notice, which shall be forty-two (42) days from the date of Election Not the initial mailing of the Class Notice. (e) That any person who wishes to Participate opt out of the settlement shall mail a notice of intention to opt out to the Settlement Administrator on or before a date specified in Settlementthe Class Notice and the Preliminary Approval Order (forty-two (42) days from the date of the initial mailing of the Class Notice). The parties will file or lodge with notice of intention to opt out shall: (i) set forth the Motion for Preliminary Approval an order granting Class Member’s full name, current address, and telephone number; (ii) contain the motion in substantially the same form evidenced by Exhibit F to this Agreement. b. Pursuant to the PAGA, signatures of each Class Member obligated on the date Secured Obligation; and (iii) state an intent of all signatories not to participate in the Parties file the Motion settlement; (f) That ▇▇▇▇▇’▇ motion for Preliminary Approval with the Courtfinal approval, TPMG will submit the PAGA Notice enclosing this Agreement to the LWDA. The Parties intend and believe that providing notice for approval of this Settlement to the LWDA pursuant to the procedures described in this section complies with the requirements of PAGAa Class Representative service award, and will request the Court to adjudicate the validity for an award of the PAGA Notice in the Motion for Final Approval of the Settlement Class Counsel fees and bar any claim to void or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”)expenses, within shall be filed at least ten (10) calendar days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice prior to the Attorney General of Final Approval Hearing; (g) That the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with the requirements of CAFA; and will request the Court to adjudicate the validity of the CAFA Notice Preliminary Approval Order substantially in the motion for final approval form of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary approval of the Settlement as provided by this Agreement. e. Should the Court decline to preliminarily approve all material aspects of the Settlement, or require for preliminary approval material changes Exhibit A to the Settlement Agreement is approved; (h) That a hearing or hearings (“Final Approval Hearing”) shall be held before the Court, at a time and date to which be set by the Parties do not agreeCourt, to consider whether the Settlement proposed settlement, including the payment of the Class Representative service award, Class Counsel’s attorneys’ fees and expenses, and administrative costs is fair, reasonable, and adequate and should be approved by the Court, and whether the judgment approving the settlement and dismissing the Litigation on the merits and with prejudice against the Class Representative and the Class Members should be entered, and to consider such other matters as may properly come before the Court in connection with the Final Approval Hearing; (i) That the Final Approval Hearing may, from time to time and without further notice to the Class (except those who filed timely and valid objections), be continued or adjourned by order of the Court; (j) That all Class Members (except those who timely excluded themselves) will be null bound by the Final Approval Order; and, (k) That relevant case records such as the Complaint, Answer, and void and Settlement Agreement are posted on a website created for the Parties will have no further obligations under itpurposes of this settlement.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29Promptly upon execution of this Settlement, 2018, the parties will jointly file a motion (the “Motion for Preliminary Approval”) Plaintiffs shall submit this Settlement Agreement together with the Court, noticed for hearing on May 3, 2018, or the first date thereafter available for its exhibits to the Court and shall apply to the Parties, Court for an order granting entry of the Preliminary Approval Order, which includes provisions that, among other things, will: 6.1.1 Preliminarily approve the Settlement Agreement as being reasonable and the product of good faith negotiations; 6.1.2 Certify for settlement purposes only the Settlement Class under Rule 23 of the Federal Rules of Civil Procedure; 6.1.3 Approve the Claim Form substantially in the form attached as Exhibit D, and approve Epiq as the Claims Administrator; 6.1.4 Approve the Opt-Out Form substantially in the form attached as Exhibit E; 6.1.5 Approve the Notice substantially in the form attached as Exhibit A and the Summary Notice substantially in the form attached as Exhibit B; 6.1.6 Order that the Summary Notice be disseminated in the manner set forth in the Notice Program attached as Exhibit F and in accordance with the Preliminary Approval Order; 6.1.7 Provide that any person falling within the definition of the Settlement Class who desires to be excluded from the Settlement Class must request exclusion by submitting a timely and valid exclusion request, in compliance with the instructions in the Notice of Proposed Settlement, conditionally certifying to the Claims Administrator by the date specified in the Preliminary Approval Order, which shall fall not later than thirty (30) days before the Fairness Hearing; 6.1.8 Provide that persons falling within the definition of the Settlement Class who do not file valid and timely requests for exclusion will be: (i) bound by the Final Judgment dismissing the Action on the merits and with prejudice; and (ii) permanently barred from commencing, prosecuting or participating in the recovery in any direct or representative action, or any action in any other capacity, asserting any of the Released Claims, in the manner described in Section 8; 6.1.9 Provide that, pending final determination of whether the Settlement Agreement should be approved, neither the Plaintiffs nor any member of the Settlement Class, setting a date either directly, representatively, or in any other capacity, shall commence or prosecute any action or proceeding in any court or tribunal asserting or purporting to assert any of the Released Claims against Defendants or any other of the Released Parties; 6.1.10 Find that the notice to be given in accordance with the Preliminary Approval Order (including the contents of the Notice and Summary Notice and the proposed means for effecting notice to persons falling within the Final Approval Hearing (for which definition of the Parties will request September 6Settlement Class) constitutes the best notice practicable under the circumstances and constitutes valid, 2018)due, and approving sufficient notice to all members of the Class Member NoticeSettlement Class, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval an order granting the motion in substantially the same form evidenced by Exhibit F to this Agreement. b. Pursuant to the PAGA, on the date the Parties file the Motion for Preliminary Approval with the Court, TPMG will submit the PAGA Notice enclosing this Agreement to the LWDA. The Parties intend and believe that providing notice of this Settlement to the LWDA pursuant to the procedures described in this section complies complying fully with the requirements of PAGARule 23 of the Federal Rules of Civil Procedure, the Constitution of the United States, and will request any other applicable law; 6.1.11 Order that notice to persons falling within the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval definition of the Settlement Class shall be structured to be as efficient as possible and bar any claim to void or avoid make maximum use of notice by e-mail and other electronic means and that such notice shall be undertaken by the Settlement Claims Administrator; 6.1.12 Schedule a Fairness Hearing, no earlier than the date permitted under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”Act, 28 U.S.C. § 1715(d), within ten (10) days after to consider and determine whether the Parties file Settlement proposed under the Motion terms of this Settlement Agreement should be finally approved as fair, reasonable, and adequate, and whether the Final Judgment approving the Settlement Agreement and resolving the Action should be entered, and to consider the request for Preliminary Approval, TPMG will mail the CAFA Notice to the Attorney General an award of the United States attorney’s fees and the appropriate state official in each state in which a Class Member resides at the time reimbursement of notice. The Parties intend and believe expenses; 6.1.13 Provide that the CAFA Notice pursuant Fairness Hearing on this Settlement Agreement and any request for an award of attorneys’ fees and reimbursement of expenses may, from time-to the procedures described in this section complies with the requirements of CAFA; time and will request the Court to adjudicate the validity of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary approval of the Settlement as provided by this Agreement. e. Should the Court decline to preliminarily approve all material aspects of the Settlement, or require for preliminary approval material changes without further notice to the Settlement Class other than Settlement Class Members who have timely submitted objections, be continued or adjourned by order of the Court; 6.1.14 Provide that objections by any Settlement Class Member to which (i) the Parties do not agreeproposed Settlement, (ii) entry of Final Judgment, (iii) entry of an order approving the Settlement will Agreement, or (iv) any proposed award of attorneys’ fees and reimbursement of expenses to Plaintiffs’ Counsel shall be null heard and void any papers submitted in support of said objections shall be considered by the Court at the Settlement Hearing only if, by the date set forth in the Preliminary Approval Order, which shall be no later than thirty (30) days before the Fairness Hearing, such objector files with the Claims Administrator a written notice of his, her, or its intention to appear and states the Parties will basis for the objections; 6.1.15 Provide that, on the Effective Date, all Settlement Class Members, whether or not they file a Claim Form or sign a release, shall be barred from asserting any Released Claims against any of the Released Parties, and each and all Settlement Class Members shall conclusively be deemed to have no further obligations under itreleased and forever discharged any and all such Released Claims as against all of the Released Parties, in the manner described in Section 8.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29On or before February 12, 2018, Plaintiffs shall file with the parties will jointly file Court a motion for preliminary approval of the Settlement. The motion for preliminary approval shall request the entry of a preliminary approval order (the “Motion for Preliminary Approval”) with the Court, noticed for hearing on May 3, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval of the Settlement, conditionally certifying the Class, setting a date for the Final Approval Hearing (for which the Parties will request September 6, 2018Order”), and approving the Class Member Notice, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval an order granting the motion in substantially the same form evidenced by Exhibit F to this Agreement. b. Pursuant to the PAGA, on the date the Parties file the Motion for Preliminary Approval with the Court, TPMG will submit the PAGA Notice enclosing this Agreement to the LWDA. The Parties intend and believe Order shall include: (i) a proposed finding that providing notice of this Settlement to the LWDA pursuant to the procedures described in this section complies with the requirements of PAGA, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval of the Settlement and bar any claim to void or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”), within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with the requirements of CAFA; and will request the Court to adjudicate the validity of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary approval of the Settlement is fair, reasonable, and adequate within the meaning of Rule 23 of the Federal Rules of Civil Procedure; (ii) approval of a notice plan, including appointment of a notice administrator, to provide notice of the settlement to members of the Class; (iii) approval of an escrow agreement (the “Escrow Agreement”) and appointment of an escrow agent (the “Escrow Agent”); and (iv) a schedule for a final approval hearing by the Court, after the notice period has expired, to approve the settlement and to consider Plaintiffs’ counsel’s applications for attorneys’ fees and expenses and service awards as provided set forth in this Settlement Agreement. Allergan will not oppose the grant of the Preliminary Approval Order and shall not be required to play any role in the preparation and submission of the motions for approval of the settlement (either preliminary or final approval) other than to review and approve the motion papers and to state, if requested by this Agreement. e. Should the Court decline or Plaintiffs to do so, that (a) the settlement negotiations were at arm’s length at all times, (b) there were several back-and-forth offers of settlement and counter-offers between the parties over a multi-week period in person, and by telephone, (c) there was no discussion of attorneys’ fees, and (d) there were no commitments to Plaintiffs or to Class Counsel other than what is set forth in this Settlement Agreement. In the event that the Court preliminarily approve all material aspects of approves the Settlement, or require for preliminary approval material changes to Plaintiffs shall, in accord with the Preliminary Approval Order, provide Class members with notice of the Settlement pursuant to which Rule 23 of the Parties do not agree, Federal Rules of Civil Procedure in the Settlement will be null form and void and manner approved by the Parties will have no further obligations under itCourt.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29Upon execution of this Settlement Agreement, 2018, Class Counsel shall submit this fully executed Settlement Agreement to the parties will jointly Court and shall file a motion (in the “Motion Action requesting that the Court enter a Preliminary Approval Order and Order Approving PAGA Settlement, which: a) Approves the PAGA Settlement, including the PAGA Payment, distribution plan of the PAGA Payment, and the release of the PAGA Claims set forth in this Agreement and preliminarily approving for Preliminary Approval”settlement purposes only the remaining portions of the proposed Settlement; b) with Permanently enjoining all PAGA Releasees from pursuing or seeking to reopen the Court, noticed for PAGA Claims against the Released Parties; c) Schedules a hearing on May 3whether the proposed Settlement Agreement should be preliminarily approved as fair, 2018, or reasonable and adequate to the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval members of the Settlement, conditionally certifying the Class, setting a date for class; d) Schedules the Final Approval Hearing (for which consideration of class certification for settlement purposes and final approval of this Settlement Agreement; e) Preliminary approves the law firm of ▇▇▇▇▇ ▇▇▇▇▇▇▇, APLC to serve as Class Counsel and Plaintiff ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to serve as the Class Representative for settlement purpose only; f) Preliminarily approves the Settlement Agreement and Settlement; g) Preliminarily approves the allocation and distribution of the Settlement Sum as stated in this Settlement Agreement; h) Approves as to form and content the proposed Class Notice; i) Directs the delivery of the Class Notice to Putative Class Members and PAGA Releasees; and j) Appoints and approves the Settlement Administrator as chosen by the Parties will request September 6, 2018), and approving the Class Member Notice, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval an order granting the motion in substantially the same form evidenced approved by Exhibit F to this Agreement. b. Pursuant to the PAGA, on the date the Parties file the Motion for Preliminary Approval with the Court, TPMG will submit to administer the PAGA Notice enclosing this Agreement to the LWDA. The Parties intend claims and believe that providing notice of settlement payment procedures required by this Settlement to the LWDA pursuant to the procedures described in this section complies with the requirements of PAGA, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval of the Settlement and bar any claim to void or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”), within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with the requirements of CAFA; and will request the Court to adjudicate the validity of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary approval of the Settlement as provided by this Agreement. e. Should the Court decline to preliminarily approve all material aspects of the Settlement, or require for preliminary approval material changes to the Settlement to which the Parties do not agree, the Settlement will be null and void and the Parties will have no further obligations under it.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29, 2018Within five calendar days after the signing of this Agreement, the parties will jointly Class Representatives shall file a motion for preliminary approval of the proposed settlement, which BNY Mellon agrees not to oppose, subject to a reasonable opportunity to review and comment upon it, but such review shall not exceed 3 calendar days not including the date of filing. The Class Representatives shall (a) That the “Motion Settlement is preliminarily approved as being within the range of reasonableness, and that the Court is likely to certify the class for Preliminary Approval”purposes of settlement, such that notice thereof should be given to the Settlement Class; (b) with That the Class Representatives are appointed as representatives for the Settlement Class and Class Counsel is appointed as counsel for the Settlement Class; (c) That the Class Notice substantially in the form attached as Exhibit A, is approved by the Court; and that the mailing of the Class Notice in the manner and form set forth in this Agreement meets all the requirements of Rule 23 and any other applicable law, noticed constitutes the best notice practicable under the circumstances, and shall constitute valid, due and sufficient notice to all persons entitled thereto; (d) That deadlines shall be established consistent with this Settlement for hearing on May 3mailing of the Class Notice, 2018the filing of any objections, the filing of any requests to be excluded or to opt-out, the first date thereafter available submission of Verification Forms, and deadlines for the Court and the Parties, for an order granting Preliminary Approval filing of the Settlement, conditionally certifying the Class, setting a date for any papers in connection with the Final Approval Hearing and the consideration of the approval or disapproval of the Settlement; (e) That any objections to: (i) the certification of the Settlement Class and the proposed Settlement Agreement described in the Class Notice, and/or (ii) the entry of the Final Approval Order, shall be heard and any papers submitted in support of such objections shall be considered by the Court at the Final Approval Hearing only if, on or before the date to be specified in the Class Notice and Preliminary Approval Order, such objector timely files a written objection to the Settlement, states the basis for which such objection, states whether it applies only to the Parties will request September 6objector, 2018)to a specific subset of the class, or to the entire class, and approving sends copies of the Class Member Notice, the Class Member Settlement Information Sheet, objection and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval an order granting the motion in substantially the same form evidenced by Exhibit F to this Agreement. b. Pursuant all supporting documents to the PAGA, on Court and counsel for both Parties so that such papers are actually received by the date the Parties file the Motion for Preliminary Approval with Response Deadline set by the Court, TPMG will submit which shall be no later than thirty calendar days after the PAGA Notice enclosing this Agreement to mailing of the LWDAClass Notices. The Parties intend and believe that providing notice of this Settlement to objection must also include the LWDA pursuant to the procedures described in this section complies with the requirements of PAGAname, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval address, telephone number of the Settlement Class Member objecting and, if represented by counsel, of his/her counsel, and bar any claim a statement of whether he/she intends to void appear at the Final Approval Hearing, either with or avoid without counsel. Any Settlement Class Member who fails to object to the Settlement under PAGA. c. Pursuant to in the manner described in the Class Action Fairness Act of 2005 (“CAFA”)Notice and consistent with this paragraph shall be deemed to have waived any such objection, within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice shall not be permitted to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant object to the procedures described in this section complies with the requirements of CAFA; and will request the Court to adjudicate the validity of the CAFA Notice in the motion for final any terms or approval of the Settlement at the Final Approval Hearing, and bar shall be foreclosed from seeking any claim to void or avoid review of the Settlement under CAFA. d. At or the hearing on terms of the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary Agreement by appeal or other means. Subject to approval of the Court, any Settlement as provided Class Member who files and serves a written objection may appear, in person or by this Agreement. e. Should counsel, at the Final Approval Hearing held by the Court, to show cause why the proposed Settlement should not be approved, but only if the objecting Settlement Class Member: (i) files with the Clerk of the Court decline a notice of intention to preliminarily approve all material aspects appear at the Final Approval Hearing by the Response Deadline (“Notice of Intention to Appear”); and (ii) serves the Notice of Intention to Appear on counsel for both Parties by the Response Deadline. The Notice of Intention to Appear must include copies of any papers, exhibits, or other evidence that the objecting Settlement Class Member will present to the Court in connection with the Final Approval Hearing. Any Settlement Class Member who does not file a Notice of Intention to Appear in accordance with the deadlines and other specifications set forth herein shall be deemed to have waived his or her right to appear; (f) That any attorneys representing Settlement Class Members shall be required to file a notice of appearance; (g) That any person who wishes to opt out of the Settlement, or require for preliminary approval material changes Settlement shall mail a notice of intention to opt-out to the Settlement Administrator on or before a date specified in the Class Notice and Preliminary Approval Order. The notice of intention to which opt out shall: (i) identify the Parties do not agree, case name; (ii) set forth the Settlement will be null Class Member’s full name, current address and void and telephone number; (iii) state his or her intention not to participate in the Parties will have no further obligations under it.Settlement;

MOTION FOR PRELIMINARY APPROVAL. a. By March 29, 2018, the parties will The Parties agree to jointly prepare and file a motion for preliminary approval (the “Motion “Motion for Preliminary Approval”Approval”) that complies with the Court, noticed Court’s current checklist for hearing on May 3, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval Approvals. 7.1 Defendant’s Declaration in Support of Preliminary Approval. Within 14 days of the full execution of this Agreement, Defendant will prepare and deliver to Class Counsel a signed Declaration from Defendant and Defense Counsel disclosing all facts relevant to any actual or potential conflicts of interest with the Administrator and Cy Pres Recipient. In their Declarations, Defense Counsel and Defendant shall aver that they are not aware of any other pending matter or action asserting claims that will be extinguished or adversely affected by the Settlement. 7.2 Plaintiff’s Responsibilities. Plaintiff will prepare and deliver to Defense Counsel all documents necessary for obtaining Preliminary Approval, conditionally certifying including: (i) a draft of the Class, setting a date for the Final Approval Hearing (for which the Parties will request September 6, 2018)notice, and approving the Class Member Noticememorandum in support, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval that includes an order granting analysis of the motion in substantially Settl▇▇▇▇▇ under Dunk/Kullar and a request for approval of the same form evidenced by Exhibit F PAGA Settlement under Labor Code section 2699, subdivision (f)(2); (ii) a draft proposed Order Granting Preliminary Approval and Approval of PAGA Settlement; (iii) a draft proposed Class Notice; (iv) a signed declaration from the Administrator attaching its “not to this Agreement. b. Pursuant exceed” bid for administering the Settlement and attesting to its willingness to serve; competency; operative procedures for protecting the security of Class Data; amounts of insurance coverage for any data breach, defalcation of funds or other misfeasance; all facts relevant to any actual or potential conflicts of interest with Class Members and the proposed Cy Pres; and the nature and extent of any financial relationship with Plaintiff, Class Counsel or Defense Counsel; (v) signed declaration from Plaintiff confirming willingness and competency to serve and disclosing all facts relevant to any actual or potential conflicts of interest with Class Members, [and/or] the Administrator [and/or the proposed Cy Pres]; (vi) a signed declaration from each Class Counsel firm attesting to its competency to represent the Class Members; its timely transmission to the PAGALWDA of all necessary PAGA documents (initial notice of violations (Lab. Code, on § 2699.3, subd. (a))), Operative Complaint (Lab. Code, § 2699, subd. (l)(1)), this Agreement (Lab. Code, § 2699, subd. (l)(2)); (vii) a redlined version of the date parties’ Agreement showing all modifications made to the Parties file the Motion Model Agreement ready for Preliminary Approval filing with the Court, TPMG will submit the PAGA Notice enclosing this Agreement to the LWDA. The Parties intend and believe that providing notice of this Settlement to the LWDA pursuant to the procedures described in this section complies with the requirements of PAGA, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval of the Settlement and bar any claim to void or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”), within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with the requirements of CAFA; and will request the Court (viii) all facts relevant to adjudicate the validity any actual or potential conflict of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. At the hearing on the Motion for Preliminary Approvalinterest with Class Members, the Parties Administrator and/or the Cy Pres Recipient. In their Declarations, Plaintiff and Class Counsel Declaration shall aver that they are not aware of any other pending matter or action asserting claims that will jointly appear and support the granting of preliminary approval of the Settlement as provided be extinguished or adversely affected by this Agreement. e. Should the Court decline to preliminarily approve all material aspects of the Settlement, or require for preliminary approval material changes to the Settlement to which the Parties do not agree, the Settlement will be null and void and the Parties will have no further obligations under it.

MOTION FOR PRELIMINARY APPROVAL. a. By March 29May 24, 2018, the parties will jointly file a motion (the “Motion for Preliminary Approval”) with the Court, noticed for hearing on May 3June 28, 2018, or the first date thereafter available for the Court and the Parties, for an order granting Preliminary Approval of the Settlement, conditionally certifying the Class, setting a date for the Final Approval Hearing (for which the Parties will request September 6October 4, 2018), and approving the Class Member Notice, the Class Member Settlement Information Sheet, and the form of Election Not to Participate in Settlement. The parties will file or lodge with the Motion for Preliminary Approval an order granting the motion in substantially the same form evidenced by Exhibit F to this Agreement. b. Pursuant to the PAGA, on the date the Parties file the Motion for Preliminary Approval with the Court, TPMG will submit the PAGA Notice enclosing this Agreement to the LWDA. The Parties intend and believe that providing notice of this Settlement to the LWDA pursuant to the procedures described in this section complies with the requirements of PAGA, and will request the Court to adjudicate the validity of the PAGA Notice in the Motion for Final Approval of the Settlement and bar any claim to void or avoid the Settlement under PAGA. c. Pursuant to the Class Action Fairness Act of 2005 (“CAFA”), within ten (10) days after the Parties file the Motion for Preliminary Approval, TPMG AxisPoint will mail the CAFA Notice to the Attorney General of the United States and the appropriate state official in each state in which a Class Member resides at the time of notice. The Parties intend and believe that the CAFA Notice pursuant to the procedures described in this section complies with the requirements of CAFA; and will request the Court to adjudicate the validity of the CAFA Notice in the motion for final approval of the Settlement and bar any claim to void or avoid the Settlement under CAFA. d. c. At the hearing on the Motion for Preliminary Approval, the Parties will jointly appear and support the granting of preliminary approval of the Settlement as provided by this Agreement. e. d. Should the Court decline to preliminarily approve all material aspects of the Settlement, or require for preliminary approval material changes to the Settlement to which the Parties do not agree, the Settlement will be null and void and the Parties will have no further obligations under it.