Stipulation of Settlement. The parties to the Actions will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all the pending actions upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide for certification of a non-opt out settlement class, and the Settlement Agreement shall make clear that the right of any Comair shareholder to dissenters' statutory rights of appraisal shall be preserved. The Stipulation will also expressly provide for the settlement class to include all Comair shareholders from May 19, 1999 through and including the Effective Time as defined in the Merger Agreement (the "Class") and their successors in interest and transferees; for entry of a judgment dismissing the Actions "with prejudice" and without attorneys fees or costs to any party except as expressly provided herein; for a complete release and settlement of all claims of shareholders, whether asserted directly, derivatively or otherwise, against Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, which have been, or could have been, asserted, whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), relating to the Transaction, and the actions of the Comair Board (including each member of the Comair Board), Delta, or Kentucky Sub, Inc. relating to the Transaction, the related disclosure materials, the events described in such disclosure materials, disclosures, facts and allegations that are or could (insofar as such transactions, disclosures, facts and allegations relate to, or occurred in connection with, the subject matter of the Actions) be the subject of the Actions; that defendants have denied and continue to deny that they have committed or attem...
Stipulation of Settlement. This Settlement Agreement, dated April 23, 2018, is made and entered into pursuant to Rule 23 of the Federal Rules of Civil Procedure and contains the terms of a settlement entered into by and among the Plaintiffs, on behalf of themselves and members of the Plaintiff Class, and Defendant, through their respective counsel in the above captioned action (collectively, “the Parties”).
Stipulation of Settlement. The execution and performance by the Company and the Subsidiary Guarantors of their obligations under the Stipulation of Settlement shall not constitute a Default or Event of Default hereunder.
Stipulation of Settlement. This Stipulation of Settlement (the “Settlement Agreement”) constitutes an agreement between (i) the Representative Plaintiffs and the other members of the Class, and (ii) defendant Xxxxxx Xxxxxx Associates, L.P. (“Xxxxxx Xxxxxx”), each by and through his, her, their, or its undersigned attorneys. Capitalized terms used in this Settlement Agreement shall have the meaning ascribed to them in Section I.F of this Agreement or, if not defined therein, elsewhere in this Agreement.
Stipulation of Settlement. The parties to the Action will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval of the Settlement and the dismissal of the Action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, that:
Stipulation of Settlement. This Stipulation of Compromise and Settlement (“Stipulation of Settlement” or “Stipulation”) is dated as of May 22, 2013, and is entered into, by and among the parties to the above-captioned stockholder derivative action (the “Action”): a) Iroquois Master Fund, Ltd. (“Iroquois”) suing on behalf of Nominal Defendant LRAD Corporation (“LRAD” or the “Company”); b) LRAD; and c) the individual defendants, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx, and Xxxxxxxxx XxXxxxxxx, (collectively the “Individual Defendants”), by and through their respective counsel. All capitalized terms in this Stipulation have the meanings as defined in paragraphs 1.1-1.26 herein.
Stipulation of Settlement. Notwithstanding anything in paragraphs 6.01 and 6.02 to the contrary, if (i) Plaintiff has not consummated the Exchange by November 1, 2007, or (ii) Plaintiff does not pay all reasonable Fees and Out-of-Pocket Expenses of all Defendants and Senior Note Holders, as described in Section 5 of the Stipulation of Settlement , the Senior Notes shall be deemed in default under the Indenture, an uncurable Event of Default, as defined in the Indenture, shall have occurred and such Senior Notes shall be deemed accelerated under the terms of Section 6.02 of the Indenture without any further act by any party; provided that the November 1, 2007 deadline for consummation of the Exchange may be extended for 15 days solely in the event the SEC has yet to qualify the Indenture under the Trust Indenture Act of 1939. Initially capitalized terms used in this Section 13.14 but not defined in the Indenture have the meanings ascribed to them in the Stipulation of Settlement.”
Stipulation of Settlement. By and through their undersigned counsel, the parties hereto stipulate and agree that all claims and counterclaims by each of them against any or all of the others of them herein are hereby settled and dismissed with prejudice, each party to bear its own costs. Respectfully submitted, ______________________________________ Xxxxxxx Xxxxxxxx Xxxxx (#0018631) SQUIRE, XXXXXXX & XXXXXXX 0000 Xxxxxxx Xxxxxx, 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000-0000 (216/479-8500) Attorney for Plaintiff and Counterclaim Defendants First Union Real Estate Equity and Mortgage Investments and X. X. Xxxxxxxxxx _______________________________ Xxxxx X. Xxxxxx (#00031431) XXXXXXX, XXXXXXX & XXXXXX Xxx Xxxxxxxxx Xxxxxx, 00xx Xx. Xxxxxxxxx, Xxxx 00000 (000)000-0000 Attorney for Defendants Xxxxxxx X. Xxxxxxx and Turkey Vulture Fund XIII, Ltd. IT IS SO ORDERED. DATE:________________ _________________________________________ UNITED STATES DISTRICT COURT JUDGE IN THE COURT OF COMMON PLEAS CUYAHOGA COUNTY, OHIO XXXXXXX X. XXXXXXX, et ano., ) CASE NO. 297673 ) Plaintiffs, ) JUDGE XXXXXXX X. XxXXXXXXX ) v. ) ) XXXXX X. XXXXXXXXXX, et al., ) ) STIPULATION OF SETTLEMENT ) Defendants. ) By and through their undersigned counsel, the parties hereto stipulate and agree that all claims herein are hereby settled and dismissed with prejudice, each party to bear its own costs. Respectfully submitted, _____________________________ Xxxxx X. Xxxxxx (#00031431) XXXXXXX, XXXXXXX & XXXXXX Xxx Xxxxxxxxx Xxxxxx, 00xx Xx. Xxxxxxxxx, Xxxx 00000 (000)000-0000 Attorney for Plaintiffs ______________________________________ Xxxxxxx Xxxxxxxx Xxxxx (0018631) SQUIRE, XXXXXXX & XXXXXXX 0000 Xxxxxxx Xxxxxx, 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000-0000 (216/479-8500) Attorney for Defendants IT IS SO ORDERED. DATE:____________________ ____________________________________ JUDGE
Stipulation of Settlement. Contingent upon the completion of confirmatory discovery, and unless Plaintiffs provide Defendants with a Termination Notice, the Parties shall attempt in good faith and use their best efforts to:
Stipulation of Settlement. The parties to the Action will in good faith agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court approval (as defined below) of the Settlement and the dismissal of the Action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, for certification, for settlement purposes only, of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) of all holders of TII stock (other than the defendants and their affiliates), whether beneficial or of record, during the period from March 8, 1999 until a record date within 5 business days of the mailing of notice of the proposed Settlement to stockholders. including the legal representatives, heirs, successors in interest, transferees and assignees of all such foregoing holders and/or persons, immediate and remote (the "Class"); for entry of judgment dismissing the Actions with prejudice, on the merits, and, except as provided herein, without costs to either party; for a complete release and settlement of all claims, rights, causes of action, suits, demands, matters, and issues, known or unknown, arising under common law or statutory law, state or federal, including all securities laws (except claims arising from any breach of the terms of the Stipulation), that arise now or hereafter out of, or relate to, directly or indirectly, or that are, were, or could have been asserted by any plaintiff or any member of the Class in connection with the subject matter of the Action, whether asserted directly, indirectly, representatively, derivatively, or otherwise, against defendants or any of their affiliates, associates, successors, assigns, heirs, executors, personal representatives, estates or administrators, or attorneys and, as to TII, its officers, directors, stockholders, controlling persons, employees, or agents (including, without limitations, any investment bankers or attorneys); that Defendants have denied and continue to deny any wrongdoing, any liability or that they have committed or attempted to commit any violations of law or breaches of duty of any kind; and that Defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of TII ...
