The Action Clause Samples
The Action clause defines the specific steps, duties, or obligations that a party must perform under the agreement. It typically outlines what actions are required, who is responsible for carrying them out, and any relevant timelines or conditions for completion. For example, it may specify that a service provider must deliver certain goods or perform particular services by a set date. This clause ensures that all parties are clear about their responsibilities, reducing ambiguity and helping to prevent disputes over what is expected.
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The Action. This case is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Pallmeyer in the United States District Court for the Northern District of Illinois (the “Court”) and was brought on behalf of the Class (to be certified for settlement purposes) of all Persons who purchased or otherwise
(i) Camping World’s financial results for the fourth quarter for the fiscal year 2016 (the “Financial Statements”); (ii) certain of Defendants’ statements related to internal controls, disclosure controls, and Generally Accepted Accounting Principles compliance (the “Controls Statements”); and (iii) certain of Defendants’ statements regarding the acquisition and integration of Gander Mountain (the “Gander Statements” and collectively with the Financial Statements and Controls Statements, the “Challenged Statements”). Lead Plaintiffs allege the Challenged Statements artificially inflated Camping World’s stock price and when the truth was eventually disclosed, the price of Camping World stock declined, resulting in substantial damages to the Class. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was, or that they believed was, false or misleading, nor did they ever direct anyone to make public statements that were, or that they believed were, false and misleading. Defendants maintain that they believed at the time and still believe that, during the Class Period and at all other times, Camping World’s public statements including the Challenged Statements, were not materially false or misleading. As a result, and as argued in their Motions to Dismiss the Action, which had not been ruled on at the time of this Settlement, Defendants contend that Lead Plaintiffs did not plead an actionable claim and cannot prove any element of securities fraud, including, but not limited to, falsity, scienter, or loss causation, and cannot prove any element of the other claims Lead Plaintiffs brought, including claims based on §§11, 12, and 15 of the Securities Act of 1933. On May 17, 2019, Defendants filed their Motions to Dismiss the Action, alleging that Lead Plaintiffs’ complaint failed to state a claim for relief. Lead Plaintiffs filed their opposition on July 16, 2019, and Defendants filed their replies on August 15, 2019. At the time the Settling Parties reached an agreement to settle the Action, Defendants’ Motions to Dismiss were pending before the Court. During the Action, certai...
The Action. On July 19, 2016, Plaintiff sent a pre-suit demand letter to the Board, which at that time was comprised of the Individual Defendants, ▇▇▇▇▇ ▇. ▇▇▇▇, who was named as a defendant but never served, and non-party ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇. On November 28, 2016, Plaintiff filed in this Court a Verified Shareholder Derivative Complaint in the Action on behalf of Northwest (the “Initial Complaint”). Plaintiff asserted claims against the Individual Defendants and former Northwest director ▇▇▇▇▇ ▇. ▇▇▇▇ for alleged breach of fiduciary duties, abuse of control, gross mismanagement, and unjust enrichment, and also asserted claims against the Toucan Entities, Cognate, and Defendant Powers for alleged breach of fiduciary duty and unjust enrichment. Plaintiff additionally asserted claims against the Toucan Entities and Cognate for alleged aiding and abetting. The Defendants accepted service of process, with the exception of ▇▇. ▇▇▇▇, whom Plaintiff did not serve. On December 21, 2016, the Defendants filed an Unopposed Motion for Extension of Time to File Answer or Responsive Pleading, which the Court granted on January 3, 2017. On February 13, 2017, the Individual Defendants, the Toucan Entities, and Cognate, respectively, filed separate motions to dismiss the Initial Complaint. On March 1, 2017, Plaintiff filed a Verified Amended Shareholder Derivative Complaint in the Action (the “Amended Complaint”). On March 10, 2017, the Settling Parties filed a Joint Motion to Extend Time Requirements so that Defendants could extend time for briefing a response to the Amended Complaint, which was granted by the Court on March 17, 2017. On April 11, 2017, Plaintiff sent interrogatories and requests for production of documents (the “discovery requests”) to Defendants, and filed a Notice of Service of Discovery Materials with the Court. On April 17, 2017, the Individual Defendants, the Toucan Entities, and Cognate, respectively, filed separate motions to dismiss the Amended Complaint. On April 21, 2017, the Defendants filed Defendants’ Motion for Protective Order Staying Discovery Pending Dispositive Motions, moving to stay all discovery until their separate motions to dismiss were decided. Following Plaintiff’s withdrawal of the discovery requests that were the subject of Defendants’ April 21, 2017 Motion for Protective Order Staying Discovery Pending Dispositive Motions, on April 28, 2017, Defendants filed a Line Withdrawing Motion to Stay Discovery, requesting that their motion be with...
The Action a. The Action was filed on March 13, 2020 by Plaintiff Altamonte, individually and on behalf of a putative class. Defendant Greenway Health, LLC moved to dismiss the Action on May 29, 2020. The Amended Complaint was filed September 18, 2020. Greenway answered the Amended Complaint on November 13, 2020. On February 22, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ filed a Motion for Class Certification, which Greenway opposed on March 22, 2021. The Motion for Class Certification remains pending.
b. The Amended Complaint alleges that Greenway promised and represented that its Intergy software satisfied the certification requirements of federal government incentive programs, but delivered a noncompliant version of the software for years.
The Action. The Winthrop Parties agree not to pursue any other rights or remedies in, through or with respect to the Action, including but not limited to appealing any aspect of the judgment in the Action.
The Action. Case No. 2:16-cv-10936-PDB-EAS in the United States District Court for the Eastern District of Michigan.
The Action. Beginning on May 3, 2017, several class action complaints were filed in the Western District of Pennsylvania against the U. S. Steel Defendants asserting violations of the federal securities laws, including: ▇▇▇▇▇, et. al., v.
The Action. On February 22, 2019, a proposed class action was commenced on behalf of investors who purchased FSD class B common shares in the secondary market during the Class Period, against FSD in the Ontario Superior Court: ▇▇▇▇ ▇▇▇▇▇▇ v. FSD Pharma, Inc. CV-19-614981-00CP (the " Action"). The Plaintiff in the Action alleges that the Defendant made misrepresentations during the Class Period related to FSD’s business, operations and finances by omitting from core documents, non-core documents and statements, material facts regarding the status of its project with Auxly Cannabis Corp. to build-out 220,000 square feet of cannabis cultivation space in Cobourg, Ontario. The parties have reached a proposed settlement of the Action, without an admission of liability on the part of t he Defendant, subject to approval by the Court. The terms of the proposed settlement are set out below. FSD will pay CAD $5.5 million (the “Settlement Amount”), in full and final settlement of all claims against it in the Action. The Settlement Amount, less the lawyers’ fees and disbursements, administrator’s expenses, and taxes (the “Net Settlement Amount”), if approved by the Court, will be distributed to the Class in accordance with the court-approved Plan of Allocation. The Settlement Agreement may be viewed at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇/fsd-pharma-inc/ or at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. If the Settlement is approved, a further notice will be published which will include instructions on how Class Members can file Claim Forms to participate in the distribution of the Net Settlement Amount and the deadline for doing so. The Settlement provides that if it is approved by the Court, the claims of all Class Members which were asserted or which could have been asserted in the Action (except any putative Class Members who opt-out) will be fully and finally released and the Action will be dismissed.
The Action. In 2010, a class proceeding was commenced in the Ontario Superior Court of Justice (the “Court”) against the Defendants (the “Action”). The Action alleged that the Defendants misrepresented, among other things, Canadian Solar’s revenue, losses associated with certain of its long-term contracts, and that its financial results were prepared and presented in accordance with US generally accepted accounting principles. The Action alleged that the Defendants made such misrepresentations in certain public documents released during the period from and including May 26, 2009 to June 1, 2010, as well as in oral statements made during the same period, resulting in Canadian Solar’s securities trading at artificially inflated prices during this period. On September 9, 2014, the Court granted the Plaintiff leave to bring an action for damages under Part XXIII.1 of Ontario’s Securities Act. On January 5, 2015, the Court certified the Action as a class action on behalf of the Class Members. Pursuant to this order, Class Members were afforded the right to exclude themselves or “opt out” of the Class no later than January 15, 2016. Persons who validly exercised the right to opt out are not Class Members, are not affected by this notice and may not participate in the Settlement. Since then, the Action has been vigorously litigated. On July 8, 2020, the Plaintiff and the Defendants executed a Settlement Agreement providing for the settlement of the Action (“Settlement”), which is subject to approval by the Court. The Settlement Agreement provides for the payment of USD$13,000,000.00 (the “Settlement Funds”) in consideration of the full and final settlement of the claims of Class Members. The Settlement Funds include all legal fees, disbursements, taxes and administration expenses. The Settlement provides that if it is approved by the Court, the claims of all Class Members asserted or which could have been asserted in the Action will be fully and finally released and the Action will be dismissed. The Settlement is not an admission of liability, wrongdoing or fault on the part of the Defendants, all of whom have denied, and continue to deny, the allegations against them.
The Action. 2.01 On or about August 17, 2018, plaintiff ▇▇▇▇▇ ▇▇▇▇▇▇ initiated the Action against LVNV and ▇▇▇▇▇▇ & ▇▇▇▇. The Action asserted individual and class claims under the Fair Debt Collection Practices Act, 15 U.S.C. § 1692 et seq.; the ▇▇▇▇▇▇▇▇▇ Fair Debt Collection Practices Act, California Civil Code section 1788 et seq., and the Unfair Competition Law, Business and Professions Code § 17200 et seq. Plaintiff alleged that Defendants violated these statutes by collecting court judgments without establishing itself as assignee of record by compliance with California Code of Civil Procedure § 673. On October 6, 2020, the Court granted class certification, appointed ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of the Consumer Law Office of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ of Housing and Economic Rights Advocates as Class Counsel, and appointed Plaintiff as Class Representative.
2.02 Defendants have denied and continue to deny each and every claim and allegation of wrongdoing that has been alleged by Plaintiff and/or the Class Members. Defendants further deny that Plaintiff and/or the Class Members have suffered any damage whatsoever, have been harmed in any way, or are entitled to any relief as a result of any conduct as alleged in this Action. Nevertheless, Defendants have concluded that because further litigation will entail risks and will likely be expensive, settlement of the Action is advisable. The parties understand, represent, and warrant that this Agreement, including, without limitation, the referenced monetary consideration, is not an admission of liability, wrongdoing, or unlawful conduct by any party. Nothing in this Agreement shall be construed or deemed to be an admission of liability by Defendants or any of the Released Persons of any liability or of any acts of wrongdoing whatsoever, whether by omission or commission against the Class, Subclass or any other entity or person, any such liability and conduct having been and continuing to be denied.
2.03 Counsel have conducted an extensive investigation into the facts and law relating to the Action. In particular, Plaintiff’s Counsel have fully analyzed and evaluated the merits of all contentions of the Class and Subclass. The investigation included the exchange of information pursuant to formal discovery, including document requests, interrogatories, and requests for admission. Plaintiff’s Counsel also investigated the applicable law as applied to the facts discovered regarding the alleged claims and potential defense...
The Action. On March 22, 2019, ▇▇▇▇▇▇▇ ▇▇▇▇ filed the initial complaint in this action alleging violations of the federal securities laws. (ECF No. No.
1.) By Order dated June 17, 2019, the Court appointed Utah Retirement Systems as Lead Plaintiff and approved its selection of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Lead Counsel. (ECF No. 24.) On September 17, 2019, Lead Plaintiff filed an Amended Complaint for Violations of the Federal Securities Laws (“Amended Complaint”) alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. (ECF No. 31.) On November 18, 2019, Defendants moved to dismiss the Amended Complaint. (ECF No.
33.) The Court entered an Order denying Defendants’ motion to dismiss on April 24, 2020. (ECF No. 42.) On May 8, 2020, Defendants moved for reconsideration of the motion to dismiss (ECF No. 45), and the Court entered an Order denying this motion on July 13, 2020 (ECF No. 51). On June 22, 2020, Defendants filed their Answer and Affirmative Defenses to the Amended Complaint. (ECF No. 47.) On August 11, 2020, the Court entered a First Scheduling Order on Class Certification imposing a schedule regarding the class certification aspects of the case, bifurcating discovery, and ordering the Defendants to produce certain materials previously provided to the U.S. Securities and Exchange Commission, pursuant to an agreement of the parties. (ECF No. 59.) Thereafter, the parties conducted discovery, including Defendants’ production to Lead Plaintiff of over 60,000 documents (including over 450,000 produced pages), four depositions, and third-party discovery. On November 13, 2020, Lead Plaintiff filed its Motion for Class Certification and Appointment of Class Representative and Class Counsel and the Expert Report of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇. (ECF
61.) On January 27, 2021, Defendant filed their Opposition to Lead Plaintiff’s Motion for Class Certification and the Expert Report of Dr. ▇▇▇▇▇▇▇ ▇▇▇▇. (ECF No. 63.) In February 2021, the parties discussed the possibility of mediation and selected a nationally-recognized mediator, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire, to mediate a possible settlement of this Action. On March 12, 2021, the parties submitted detailed mediation statements. On March 17, 2021, the parties engaged in a full-day mediation session with ▇▇. ▇▇▇▇▇ and reached an agreement to settle the Action for $16,800,000, subject to approval by this Court.