As a Settlement Class Member, you are represented by Plaintiffs and Lead Counsel, unless you entered an appearance through counsel of your own choice at your own expense.
If you are a Settlement Class Member and you did not exclude yourself from the Settlement Class, you will be bound by any orders issued by the Court, whether or not you submitted a Claim Form. The Settlement has been approved, and the Court's Judgment has been dismissed with prejudice the claims against Defendants and the other Defendants’ Releasees. It provided that, upon the Effective Date of the Settlement, Plaintiffs and each of the other Settlement Class Members, on behalf of themselves, and their respective current and former heirs, executors, administrators, predecessors, successors, officers, directors, agents, parents, affiliates, subsidiaries, employees, attorneys, assignees and assigns in their capacities as such, were deemed to have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Plaintiffs’ Claim (as defined in ¶ 36 of the Notice) (including Unknown Claims) against the Defendants and the other Defendants’ Releasees (as defined in ¶ 37 of the Notice) whether or not such Settlement Class Member executed and delivered the Proof of Claim Form, and shall forever be barred and enjoined from commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal or administrative forum, asserting any or all of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees. This Release did not apply to any of the Excluded Claims (as that term is defined in ¶ 36 of the Notice).
“Released Plaintiffs’ Claims” means all claims, rights, duties, controversies, obligations, demands, actions, debts, sums of money, suits, contracts, agreements, promises, damages, losses, judgments, liabilities, allegations, arguments and causes of action of every nature and description, whether known claims or Unknown Claims, whether arising under federal, state, local, common, statutory, administrative or foreign law or any other rule or regulation, at law or in equity, whether class or individual in nature, whether fixed or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, that Plaintiffs or any other member of the Settlement Class (i) asserted in any complaint filed in this Action including the CAC, the SAC and the Operative Complaint; or (ii) could have asserted in any forum that arise out of or are related to any of the allegations, transactions, facts, matters, events, disclosures, statements, occurrences, representations or omissions involved, set forth, or referred to in any complaint filed in this Action including the CAC, the SAC and the Operative Complaint and that relate to, directly or indirectly, the purchase or sale or other acquisition, disposition, or holding of any ZBH Securities during the Settlement Class Period. Released Plaintiffs’ Claims do not include (i) any claims relating to the enforcement of the Settlement, (ii) any claims asserted in Green v. Begley et al., Case No. 2019-0455-AGB (Del. Ch.); Detectives Endowment Association Annuity Fund v. Begley et al., Case No. 2019-0584-AGB (Del. Ch.); consolidated case caption In re Zimmer Biomet Holdings, Inc. Derivatives Litigation, Consol. C.A. No 2019-0455 (Del. Ch.); Karp v. Begley et al., Case No. 1:19-cv-01855-LPS (D. Del); DiGaudio v. Begley et al., Case No. 1:19-cv-01926-LPS (D. Del.); and consolidated case caption In re Zimmer Biomet Holdings, Inc. Federal Derivative Litigation, No. 2019-cv-01855 (D. Del.); and (iii) any claims of any person or entity who or which submits a request for exclusion that is accepted by the Court (collectively, “Excluded Claims”).
“Defendants’ Releasees” means Defendants, PE Defendants, Underwriter Defendants, each of their respective parents, subsidiaries and affiliates, and each of their respective current and former employees, officers, directors, agents, parents, affiliates, subsidiaries, attorneys, advisors, members, partners, principals, controlling shareholders, accountants, auditors and insurers and reinsurers of each of the foregoing, in their capacities as such; and the successors, predecessors, assigns, assignees, estates, spouses, heirs, executors, trusts, trustees, administrators, and legal or personal representatives of the foregoing, in their capacities as such.
“Unknown Claims” means any Released Plaintiffs’ Claims which any Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant, Underwriter Defendant or PE Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her or it, might have affected his, her or its settlement and release, or might have affected his, her or its decision(s) with respect to this Settlement, including, but not limited to, whether or not to object to this Settlement or to the release of any Released Claims. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Plaintiffs, Defendants, Underwriter Defendants and PE Defendants shall expressly waive, and each of the other Settlement Class Members shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by California Civil Code § 1542 and any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
Plaintiffs, Defendants, Underwriter Defendants and PE Defendants acknowledge that they may hereafter discover facts in addition to or different from those which he, she, it or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims, but the Plaintiffs, Defendants, Underwriter Defendants and PE Defendants shall expressly settle and release, and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiffs, Defendants, Underwriter Defendants and PE Defendants acknowledge, and each of the other Settlement Class Members shall be deemed by operation of law to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Plaintiffs’ Claims and Released Defendants’ Claims was separately bargained for and a key element of the Settlement.
The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, Underwriter Defendants and PE Defendants, on behalf of themselves, and their respective current and former heirs, executors, administrators, predecessors, successors, officers, directors, agents, parents, affiliates, subsidiaries, employees, attorneys, assignees and assigns in their capacities as such, will be deemed to have, and by operation of law and of the judgment shall have, fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Defendants’ Claim (as defined in ¶ 40 of the Notice) (including Unknown Claims) against Plaintiffs and the other Plaintiffs’ Releasees (as defined in ¶ 41 of the Notice), and shall forever be barred and enjoined from commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal or administrative forum, asserting any or all of the Released Defendants’ Claims against any of the Plaintiffs’ Releasees.
“Released Defendants’ Claims” means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims asserted in the Action against the Defendants. Released Defendants’ Claims do not include: (i) any claims relating to the enforcement of the Settlement; (ii) any claims against any person or entity who or which submits a request for exclusion from the Settlement Class that is accepted by the Court; (iii) any claims arising out of or relating to the Underwriter Defendants’ rights to indemnification by the Defendants, pursuant to any agreements between the Defendants and the Underwriter Defendants, or any Underwriter Defendants’ rights pursuant to any agreements among any of the Underwriter Defendants to indemnification inter se; or (iv) any claims arising out of or relating to the PE Defendants’ rights to the indemnification by the Defendants, pursuant to any agreements between the Defendants and the PE Defendants.
“Plaintiffs’ Releasees” means Plaintiffs, Plaintiffs’ Counsel, all other plaintiffs in the Action, their respective attorneys, and any other Settlement Class Member, and their respective current and former officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and attorneys, in their capacities as such.
Payments have been made to all authorized claimants.