23.  The members of the Class are so numerous that joinder of all members is  impracticable. As of July 24, 2017, Rice had 213,395,392 shares of common stock outstanding,  which are actively traded on the NYSE under the symbol “RICE.” Although the exact number of  Class members is not known to Plaintiff at this time, Plaintiff believes there are at least hundreds,  if not thousands, of members of the proposed Class. Members of the Class can be identified from  records maintained by Rice or its transfer agent, and can be notified of the pendency of this  action by mail and publication using forms of notice similar to those customarily used in other  actions of this nature.   24.  Plaintiff’s claims are typical of the claims of the members of the Class as all  members of the Class are similarly damaged by Defendants’ misconduct as complained of  herein. Plaintiff does not have any interests that are in conflict with the interests of the Class.   25.  Plaintiff will fairly and adequately represent and protect the interests of the Class  and has retained counsel competent and experienced in litigation of this nature.   27.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy. There will be no difficulty in the management of this action as a  class action.   28.  The prosecution of separate actions by individual members of the Class would  create a risk of inconsistent or varying adjudications with respect to individual Class members  that would establish incompatible standards of conduct for Defendants. In addition, adjudications  with respect to individual Class members, as a practical matter, would be dispositive of the  interests of the other members of the Class not parties to the individual adjudications. Defendants  have acted on grounds that apply generally to the Class with respect to the matters complained of  herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.  73.  Plaintiff repeats and realleges each allegation set forth herein.   75.  By the use of the mails and by means and instrumentalities of interstate commerce  and the facility of a national securities exchange, Defendants solicited and permitted the use of  their names to solicit proxies or consents or authorizations with respect to Rice’s common  shares.    76.  By virtue of their positions within the Company, the Individual Defendants were  aware of this information and of their duty to disclose this information in the Proxy. The Proxy  was prepared, reviewed, and/or disseminated by Defendants. The Proxy misrepresented and  omitted material facts, including material information about the unfair sale process for the  Company, the adequacy of the consideration offered in the Proposed Transaction, and the actual  intrinsic value of the Company’s assets. Defendants were at least negligent in filing and  disseminating the Proxy with these materially false and misleading statements and omissions.  Defendants have also failed to correct the Proxy and cure these omissions/misrepresentations,  which is also a violation of Section 14 of the Exchange Act and SEC Rules promulgated  thereunder.   78.  Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s  equitable powers can Plaintiff be fully protected from immediate and irreparable injury, which  Defendants’ actions threaten to inflict.  79.  Plaintiff repeats and realleges each allegation set forth herein.   80.  The Individual Defendants acted as controlling persons of Rice within the  meaning of Section 20(a) of the Exchange Act, as alleged herein. By virtue of their positions as  officers and directors of Rice and their participation in and awareness of the Company’s business  and operations and their intimate knowledge of the materially false and misleading statements  and omissions in the Proxy filed with the SEC, they had the power to influence and control, and  did influence and control, directly or indirectly, the decision-making of the Company, including  the content and dissemination of the various statements that Plaintiff contends are materially  false and misleading.   81.  Each of the Individual Defendants was provided with, or had access to, copies of  the Proxy and other statements alleged by Plaintiff to be materially false and misleading prior to,  or shortly after, those statements were issued and had the ability to prevent the issuance of the  statements or to cause the statements to be corrected.   83.  In addition, as the Proxy sets forth at length and as described herein, each of the  Individual Defendants was involved in negotiating, reviewing, and approving the Proposed  Transaction. The Proxy purports to describe the various issues and information that the  Individual Defendants reviewed and considered – descriptions which had input from the  Individual Defendants.   84.  By virtue of the foregoing, each of the Individual Defendants has violated Section  20(a) of the Exchange Act.    85.  Plaintiff has no adequate remedy at law.  Against All Defendants for Violations of Section 14(a) of the Exchange Act  and Rule 14a-9 Promulgated Thereunder   Against the Individual Defendants for Violation of Section 20(a) of the Exchange Act  