Common use of Settlement Negotiations Clause in Contracts

Settlement Negotiations. In or about May 2020, the Parties agreed to a private mediation session before nationally- regarded mediator ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq. of ▇▇▇▇▇▇▇▇ ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Counsel (as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- proposal including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of Impinj.

Appears in 1 contract

Sources: Stipulation and Agreement of Settlement

Settlement Negotiations. In or about May 2020The Parties, by and through their undersigned attorneys, engaged in months of good-faith, arm’s-length discussions and negotiations with regard to the Parties agreed possible settlement of the Derivative Matters. On December 27, 2024, following initial discussions, certain of Shareholders’ Counsel sent a detailed settlement demand to Defendants’ Counsel, including numerous proposed corporate governance reforms. On February 14, 2025, Defendants’ Counsel responded to the settlement demand with a private mediation session before nationally- regarded mediator detailed counteroffer of proposed corporate governance reforms. Shareholders’ Counsel and Defendants’ Counsel then continued to negotiate a potential settlement, exchanging numerous proposals and information and engaging in ▇▇▇▇▇ discussions regarding the strengths and weaknesses of the claims and defenses at issue. On March 21, 2025, the Parties reached an agreement as to the material terms of the proposed settlement and executed a confidential settlement term sheet (“Term Sheet”). Pursuant to the Term Sheet, the Company will adopt the corporate governance reforms (“Corporate Governance Reforms”) described in Section III (below), that were subsequently approved by the Board on April 4, 2025, subject to the Court’s approval. The Parties did not discuss or negotiate the amount or payment of any attorneys’ fees for Shareholders’ Counsel prior to executing the Term Sheet containing the Corporate Governance Reforms. In an attempt to facilitate a negotiation of an attorneys’ fee award, the Parties agreed, and did, participate in a private mediation on April 23, 2025 overseen by ▇▇▇ ▇▇▇▇▇▇▇, Esq. of ▇▇▇▇▇▇▇▇ ADR (., the “Mediator”). In anticipation same JAMS mediator who mediated the resolution of the mediation, Plaintiffs’ Counsel (Securities Class Action. The Parties were unable to reach an agreement as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- proposal including a response to PlaintiffsShareholders’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to discuss a possible resolution of the Derivative Action before the Mediatorattorneys’ fees. The Parties did not arrive at have finalized the Stipulation without an attorneys’ fees component. Shareholders’ Counsel will file a resolution during the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic fee and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed expense application to the consideration of the Court simultaneously with Plaintiffs’ separate motion for final settlement of the Derivative Actionapproval, to which consists of certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “Corporate Governance Reforms”)Defendants may respond and/or oppose. The Company agreed that Court will determine whether to approve Shareholders’ Counsel’s requested award of attorneys’ fees or some other amount the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of ImpinjCourt deems appropriate.

Appears in 1 contract

Sources: Stipulation and Settlement Agreement (ImmunityBio, Inc.)

Settlement Negotiations. In or about May 2020, the Parties agreed to a private mediation session before nationally- nationally-regarded mediator ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq. of ▇▇▇▇▇▇▇▇ ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Counsel (as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- counter-proposal including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of 1 The ▇▇▇▇▇▇▇ Action, ▇▇▇▇▇ Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. With substantial assistance from the Mediator, and only after agreeing to the Corporate Governance Reforms, the Parties negotiated at arm’s-length the attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. On June 8, 2020, the Parties agreed to a Mediator’s proposal on the amount of attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. Defendants agreed to cause their insurer to pay nine hundred thousand dollars ($900,000) to Plaintiffs’ Counsel for their attorneys’ fees and expenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and its stockholders by the Corporate Governance Reforms as a result of the Settlement. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of Impinj.

Appears in 1 contract

Sources: Settlement Agreement (Impinj Inc)

Settlement Negotiations. In or about May 2020The Parties, by and through their undersigned attorneys, engaged in months of good-faith, arm’s-length discussions and negotiations with regard to the Parties agreed possible settlement of the Derivative Matters. On December 27, 2024, following initial discussions, certain of Shareholders’ Counsel sent a detailed settlement demand to Defendants’ Counsel, including numerous proposed corporate governance reforms. On February 14, 2025, Defendants’ Counsel responded to the settlement demand with a private mediation session before nationally- regarded mediator detailed counteroffer of proposed corporate governance reforms. Shareholders’ Counsel and Defendants’ Counsel then continued to negotiate a potential settlement, exchanging numerous proposals and information and engaging in ▇▇▇▇▇ discussions regarding the strengths and weaknesses of the claims and defenses at issue. On March 21, 2025, the Parties reached an agreement as to the material terms of the proposed settlement and executed a confidential settlement term sheet (“Term Sheet”). Pursuant to the Term Sheet, the Company will adopt the corporate governance reforms (“Corporate Governance Reforms”) attached hereto as Exhibit A, that were subsequently approved by the Board on April 4, 2025, subject to the Court’s approval. The Parties did not discuss or negotiate the amount or payment of any attorneys’ fees for Shareholders’ Counsel prior to executing the Term Sheet containing the Corporate Governance Reforms. In an attempt to facilitate a negotiation of an attorneys’ fee award, the Parties agreed, and did, participate in a private mediation on April 23, 2025 overseen by ▇▇▇ ▇▇▇▇▇▇▇, Esq. of ▇▇▇▇▇▇▇▇ ADR (., the “Mediator”). In anticipation same JAMS mediator who mediated the resolution of the mediation, Plaintiffs’ Counsel (Securities Class Action. The Parties were unable to reach an agreement as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- proposal including a response to PlaintiffsShareholders’ Counsel’s corporate governance reforms proposalattorneys’ fees. On May 28, 2020As set forth in the Term Sheet, the Parties participated in have finalized this Stipulation without an attorneys’ fees component. If the Settlement is preliminarily approved by the Court, Shareholders’ Counsel will file a mediation fee and expense application to discuss a possible resolution of the Derivative Action before the MediatorCourt simultaneously with Plaintiffs’ separate motion for final settlement approval, to which Defendants may respond and/or oppose. The Parties did not arrive at a resolution during Court will determine whether to approve Shareholders’ Counsel’s requested award of attorneys’ fees or some other amount the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of ImpinjCourt deems appropriate.

Appears in 1 contract

Sources: Stipulation and Settlement Agreement (ImmunityBio, Inc.)