The definitions set out in the settlement agreement reached between the Plaintiffs and Defendants dated July 30, 2018 and as modified and incorporated into the Plan of Allocation:
Acquisition Expense means the total monies paid by the Claimant (including brokerage commissions) to acquire Qualified Shares.
Actions means the Ontario Action and the Québec Action.
Administration Expenses means all fees, disbursements, expenses, costs, taxes and any other amounts incurred or payable relating to approval, implementation and administration of the Settlement including the costs of translating, publishing and delivering notices and the fees, disbursements and taxes paid to the Administrator, the person appointed to receive and report on objections and/or opt-outs to the Settlement to the Courts, the Referee, TMX Equity Transfer Services, Broadridge Financial Solutions Inc. (see Sections 7 and 15.3 of the Agreement) and any other expenses approved by the Courts which shall all be paid from the Settlement Amount. For greater certainty, Administration Expenses include the Non-Refundable Expenses but do not include Class Counsel Fees.
Administrator means the third-party firm appointed by the Courts to administer the Agreement, and any employees of such firm.
Agreement means the agreement, including the Recitals and Schedules.
Authorized Claimant means a Class Member who: (i) submitted a properly completed Claim Form and all required supporting documentation to the Administrator prior to the Claims Bar Deadline (March 19, 2019); and (ii) is eligible to receive a Distribution from the Compensation Fund.
Claim Form means the form or forms to be approved by the Courts, which, when completed and submitted in a timely manner to the Administrator, enables a Class Member to apply for compensation pursuant to the Agreement.
Claimant means a Class Member who submits a properly completed Claim Form and all required supporting documentation to the Administrator, on or before the Claims Bar Deadline (March 19, 2019).
Claims Bar Deadline means the date by which each Class Member must file a Claim Form and all required supporting documentation with the Administrator which date shall be set out in the Second Notice and which shall be at least one hundred twenty days (120) days after the date on which the Second Notice is last published. The Claims Bar Deadline is March 19, 2019.
Class or Class Members means the Ontario Class Members and the Québec Class Members.
Class Counsel means Strosberg Sasso Sutts LLP, Faguy & Co. and Morganti & Co., P.C.
Class Counsel Fees means the fees, disbursements, costs, HST, GST and PST, as the case may be, and other applicable taxes or charges of Class Counsel and a pro rata share of all interest earned on the Settlement Amount to the date of payment, as approved by the Courts.
Class Period means the period from November 12, 2015 to and including August 11, 2016.
Compensation Fund means the Settlement Amount less Class Counsel Fees, Administration Expenses and Honoraria.
Concordia means Concordia International Corp., known as Concordia Healthcare Corp. prior to June 27, 2016 and, as the context may require, includes its subsidiaries and affiliates.
Concordia’s ticker symbols are CXR and CXR.U on the Toronto Stock Exchange (TSX).
Concordia’s CUSIP number is 20653P409.
Contributing Parties means Concordia and its insurers funding the Settlement.
Court(s) means the Ontario Superior Court of Justice and/or the Superior Court of Quebec, as the context may indicate.
CPA means the Class Proceedings Act, 1992, SO 1992, c 6, as amended.
Defendants means the Ontario Defendants and the Québec Respondents.
Distribution means payment to Authorized Claimants in accordance with this Plan of Allocation, the Agreement and any order of the Courts.
Distribution List means a list containing the name and address of each Authorized Claimant, the calculation of his/her/its net loss and the calculation of the Authorized Claimant’s pro rata share of the Compensation Fund.
Effective Date means the later of: (i) the date on which all of the Second Orders have become final orders and the time for any appeals has expired; and (ii) if an appeal is taken from the Second Orders, or one of them, relating only to Class Counsel Fees, then thirty (30) days after the date of the last of the Second Orders.
Escrow Account means the interest bearing U.S. currency trust account with one of the Canadian Schedule 1 banks or a liquid money market account or equivalent security with a rating equivalent to, or better than, that of an interest bearing account in a Canadian Schedule 1 bank in Ontario, initially under the control of Strosberg Sasso Sutts LLP subject to the terms of the Agreement and then transferred to the control of the Administrator once the Settlement is final.
Escrow Settlement Amount means the Settlement Amount plus any interest accruing thereon as a result of investment thereof after payment of all Non-Refundable Expenses.Excluded Persons means
Fonds d’aide aux actions collectives means the agency and legal person established in the public interest as per the Act respecting the Fonds d'aide aux actions collectives, CQLR c F- 18.104.22.168.1, to whom the Administrator will remit the percentage provided for by the applicable legislation and regulations.
Individual Defendants means Mark Thompson and Adrian De Saldanha.
LIFO means the principle of last-in first-out, wherein securities are deemed to be sold in the opposite order that they were purchased (i.e. the last securities purchased are deemed to be the first sold).
Maximum Entitlementmeans an Authorized Claimant’s actual loss on Qualified Shares, as calculated pursuant to the formula set forth in paragraph 8 in the Plan of Allocation and the Claim Form.
Ontario Action means the action Valliere v Concordia International Corp., et al, brought in the Ontario Court under Court File No. CV-17-584809-00CP.
Ontario Class or Ontario Class Members means all persons and entities, other than Excluded Persons and persons resident in Québec, who during the Class Period, acquired Shares, and held some or all of such Shares as of the close of trading on August 11, 2016.
Ontario Court means the Ontario Superior Court of Justice.
Ontario Defendants means Concordia and the Individual Defendants.
Opt-Out Deadline means the date to be specified in the Second Notice which shall be at least 45 days after the date on which the Second Notice is last published in the Newspapers.
Opt-Out Form means the documents in English and French, as approved by the Courts, which shall substantially be in accordance with the documents at Schedule G, that if properly completed and submitted by a Class Member to Gregory D. Wrigglesworth of Kirwin Partners LLP (for the Ontario Action) and to both Gregory D. Wrigglesworth and the Québec Court (for the Québec Action) before the expiry of the Opt-Out Deadline, excludes that Class Member from the Class, the Actions and participation in the Settlement. For the Québec Action, the opt-out procedure will also be approved by the Québec Court.
Opt-Out Party means any person who would otherwise be a Class Member who validly opts out of one of the Actions.
Opt-Out Threshold means the total number of Eligible Shares particularized in a collateral agreement entered into by counsel for and on behalf of the Parties.
Opting Out means properly completing and submitting an Opt-Out Form and all necessary supporting documents before the expiry of the Opt-Out Deadline.
Plaintiffs means Ronald J. Valliere, Shauntelle Paul and Robert Landry.
Plan of Allocation means the plan, as approved by the Courts, which shall substantially be in accordance with the plan at Schedule “F” of the Settlement Agreement.
Plan of Notice means the plan for disseminating the First Notice and the Second Notice to the Class, as approved by the Courts, which shall substantially be in accordance with the plan attached as Schedule “C” of the Settlement Agreement.
Pro Rata Distribution means the Distribution per Qualified Share.
Qualified Shares means Shares purchased or acquired during the Class Period and held until after August 12, 2016. For the purposes of determining whether or not Shares purchased or acquired during the Class Period were held until after August 12, 2016, LIFO will be used.
Québec Action means the action Landry v Concordia International Corp., et al, brought in the Québec Court under court file number 500-06-000834-164.
Québec Class or Québec Class Members means all Québec-based persons and entities who, during the Class Period, acquired Shares and held some or all such securities as of the close of trading on August 11, 2016, except for Excluded Persons.
Québec Court means the Québec Superior Court.
Québec Respondents means Concordia and the Individual Defendants.
Referee means Gregory D. Wrigglesworth of Kirwin Partners LLP or such other person or persons appointed by the Courts to serve in that capacity.
Reference means the procedure by which a Claimant who disagrees with the Administrator’s decision relating to eligibility for compensation, the determination of the number of Qualified Shares, or the amount of the Distribution, may appeal the Administrator’s decision and have it reviewed by the Referee.
Released Claims (or Released Claim in the singular) means any and all manner of claims, demands, actions, suits, causes of action, whether class, individual or otherwise in nature, whether personal or subrogated, damages whenever and wherever incurred, and rights and liabilities of any nature whatsoever, including interest, costs, expenses, administration expenses, penalties, Class Counsel Fees and lawyers’ fees, known or unknown, suspected or unsuspected, in law, under statute or in equity or at common law, that the Releasors, or any of them, whether directly, indirectly, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have as against the Releasees relating or connected in any way to the purchase, sale, retention, pricing, marketing or distributing of Shares, or to any conduct alleged, or that could have been alleged, in the Actions, including, without limitation, any such claims that have been asserted, would have been asserted or could have been asserted, whether in Canada or elsewhere, as a result of or in any connection with the purchase, retention or sale, or lack of purchase or sale, of Shares in the Class Period.
Releasees means the Defendants and their respective past and present affiliates, and subsidiaries, and each of their respective insurers, reinsurers, directors, officers, partners, employees, agents, trustees, servants, parents, consultants, underwriters, lenders, advisors, lawyers, representatives, successors, predecessors, assigns and each of their respective heirs, executors, attorneys, administrators, guardians, estates, trustees, successors and assigns.
Releasors means, jointly and severally, the Plaintiffs, the Class Members (excluding those who have validly opted out), including any person having a legal and/or beneficial interest in the Shares purchased or acquired by these Class Members and their respective past and present predecessors, affiliates, subsidiaries, directors, officers, employees, partners, parents, agents, trustees, servants, consultants, underwriters, lenders, shareholders, advisors, representatives, lawyers, heirs, executors, attorneys, administrators, guardians, estate trustees, successors and assigns, as the case may be.
Settlement means the settlement provided for in the Agreement.
Settlement Amount means $13,900,000 U.S. dollars, inclusive of the Administration Expenses, Class Counsel Fees, interest, taxes and any other costs or expenses related to the Actions or the Settlement.
Shares means securities of Concordia that are or were listed for trading on the TSX or on alternative trading platforms in Canada.
TSX means the Toronto Stock Exchange.