12 unchanged sentences
On May 21, 2021, P3 filed its answer to the complaint in the Books and Records Action.
−Removed: P3 believes that it has produced all documents sought in the Books and Records Action.
−Removed: While the matter is pending, there are no outstanding requests associated with the Books and Records Action.
+Added: On May 9, 2023, the Books and Records Action was dismissed with prejudice.
Hudson Class D Dispute
17 unchanged sentences
On September 14, 2021, the Court of Chancery issued an oral ruling denying Hudson’s motion for preliminary injunction due to the lack of probability of success on the merits or, with respect to the Section 5.10 of the then-existing P3 LLC Agreement (the “Purchase Option”) only, lack of a showing of irreparable harm based on the condition that the escrow described below be created.
−Removed: In its ruling, the Court held that Hudson had not demonstrated a reasonable probability of success on its claims, except for its claim under the Purchase Option, which – if applicable – would allow Hudson to exercise an option to purchase additional equity interests in P3 in connection with the pending transaction with Foresight.
−Removed: With respect to the Purchase Option claim, the Court declined to address the merits and instead denied Hudson’s motion finding that Hudson failed to demonstrate irreparable harm.
−Removed: This ruling was made subject to the condition that Defendants memorialize their commitment to escrow, pending final resolution of this action, the consideration Hudson would be entitled to receive if it is determined that the Purchase Option can be validly exercised, in a stipulation filed with the Court.
−Removed: On September 17, 2021, Defendants filed a stipulation and proposed order regarding escrow which confirmed their commitment to do so and to cause the Payment Spreadsheet (as that term is defined in Section 2.01(f) of the Merger Agreement) to
−Removed: provide that such consideration will be directed to such escrow.
−Removed: The Court granted and entered the stipulation and proposed order on September 17, 2021.
+Added: This ruling was made subject to the condition that Defendants memorialize their commitment to escrow, pending final resolution of this action, the consideration Hudson would be entitled to receive if it is
+Added: P3 Health Partners Inc.
+Added: | 2023 Form 10-K | 51
+Added: determined that the Purchase Option can be validly exercised, in a stipulation filed with the Court.
+Added: On September 17, 2021, Defendants filed a stipulation and proposed order and the Court entered the Order regarding escrow which confirmed their commitment to do so and to cause the Payment Spreadsheet (as that term is defined in Section 2.01(f) of the Merger Agreement) to provide that such consideration will be directed to such escrow.
The former members of P3 (other than Hudson) have agreed to indemnify the Company and P3 LLC following the Closing, for any damages, including reasonable attorney’s fees, arising out of matters relating to the dispute with Hudson.
3 unchanged sentences
Defendants informed Hudson that they did not oppose the Motion for Leave to Amend the Verified Complaint, and on February 4, 2022, Hudson filed its Verified Amended Complaint.
−Removed: On March 9, 2022, all Defendants moved to dismiss the Verified Amended Complaint.
−Removed: The briefing on Defendants’ Motion to Dismiss was completed on May 17, 2022.
−Removed: On March 25, 2022, Hudson served its Second Request for the Production of Documents directed to Defendants, and on April 14, 2022, Defendants filed a Motion to Stay Discovery and for Protective Order Pending Resolution of Motions to Dismiss (the “Motion to Stay”).
−Removed: Defendants served formal responses and objections to the Second Request for the Production of Documents on April 25, 2022.
−Removed: Hudson opposed the Motion to Stay on May 12, 2022.
−Removed: On July 13, 2022, the Court heard argument on both the Motions to Dismiss and the Motion to Stay and took the matters under advisement.
−Removed: From September 12, 2022 and through November 7, 2022, the Court issued a series of Orders ruling on the Motions to Dismiss.
−Removed: Such Orders provided for the dismissal with prejudice of (i) Hudson’s claim to a Purchase Option and (ii) Hudson’s claim to a priority right to cash distributed as a result of the transactions;
−Removed: and (iii) the denial of each of the various Motions to Dismiss for lack of personal jurisdiction.
+Added: From September 12, 2022 through November 7, 2022, the Court issued a series of Orders ruling on the Defendants’ Motions to Dismiss the Verified Amended Complaint.
+Added: Such Orders provided for the dismissal with prejudice of, among other claims, (i) Hudson’s claim to a Purchase Option and (ii) part of Hudson’s claim to a priority right to cash distributed as a result of the transactions.
The Court granted in part and denied in part a motion to dismiss filed by Mr.
7 unchanged sentences
Puathasnanon.
−Removed: The Court allowed certain theories for these claims to survive the motion to dismiss, but it dismissed other theories for the claims, including that the officers “fail[ed] to engage in an adequate auction or sale process.” On November 9, 2022, the Court issued an order denying the motion to dismiss the claim against Mr.
+Added: On November 9, 2022, the Court issued an order denying the motion to dismiss the claim against Mr.
Mathur for tortious interference with Hudson’s contract rights.
+Added: On June 21, 2023, the Court entered a scheduling order for the case, pursuant to which, a five day trial will commence on July 22, 2024.
The parties are now currently engaged in discovery on Hudson’s surviving claims.
1 unchanged sentence
Not applicable.
+Added: P3 Health Partners Inc.
+Added: | 2023 Form 10-K | 52
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.