Common use of The Action Clause in Contracts

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, certain of the Settling Parties participated in a full-day mediation session with a well-respected mediator, ▇▇▇▇ ▇▇▇▇▇, who has extensive experience mediating complex class action litigations such as this Action. Following the mediation session, which did not result in an agreement, ▇▇. ▇▇▇▇▇ and those parties spent nearly two months continuing to negotiate a potential settlement. The Settling Parties ultimately agreed to settle the Action based upon a Mediator’s Proposal issued by ▇▇▇▇ ▇▇▇▇▇.