In re PMC-Sierra, Inc Derivative Litigation, No. 5:2006cv05330 - Document 181 (N.D. Cal. 2010)

Court Description: FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE. Signed by Judge Richard Seeborg on 4/29/10. (cl, COURT STAFF) (Filed on 4/30/2010) Modified on 4/30/2010 (cl, COURT STAFF).
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In re PMC-Sierra, Inc Derivative Litigation Doc. 181 1 2 *E-Filed 4/30/10* 3 4 5 6 7 UNITED STATES DISTRICT COURT 8 NORTHERN DISTRICT OF CALIFORNIA 9 SAN JOSE DIVISION 10 In re PMC-SIERRA, INC. DERIVATIVE 11 LITIGATION ) Master File No. C-06-05330-RS ) ) (PROPOSED) FINAL JUDGMENT AND ) ORDER OF DISMISSAL WITH PREJUDICE 12 This Document Relates To: 13 ALL ACTIONS. ) ) DATE: April 29, 2010 ) TIME: 1 :30 p.m. ) COURTROOM: The Honorable 14 Richard Seeborg 15 16 17 18 19 20 21 22 23 24 25 26 27 28 518985_1 Dockets.Justia.com 1 This matter came before the Court for hearing pursuant to the Order of this Court, dated 2 January 26, 2010 ("Order"), on the application of the parties for approval of the settlement Settlement dated November 5, 2009 (the "Stipulation"). 3 ("Settlement") set forth in the Stipulation of 4 Due and adequate notice having been given to the current PMC-Sierra, Inc. ("PMC") shareholders 5 as required in said Order, and the Court having considered all papers filed and proceedings had 6 herein and otherwise being fully informed in the premises and good cause appearing therefore, IT IS 7 HEREBY ORDERED, ADJUDGED AND DECREED that: 8 1. This Judgment incorporates by reference the definitions in the Stipulation, and all 9 capitalized terms contained herein shall have the same meanings as set forth in the Stipulation (in 1 0 addition to those capitalized terms defined herein). 11 2. This Court has jurisdiction over the subject matter ofthe Federal Action, including all 12 matters necessary to effectuate the Settlement, and over all parties to the Federal Action, including 13 the Plaintiffs, the current PMC shareholders and the Defendants. 14 3. The Federal Action and all claims contained therein, as well as all of the Released 15 Claims, are dismissed with prejudice. As between Plaintiffs and Defendants, the parties are to bear 16 their own costs, except as otherwise provided in the Stipulation regarding Plaintiffs' Counsel's 17 attorneys' fees and expenses. 18 4. The Court finds that the Stipulation and Settlement are fair, reasonable, and adequate 19 as to each of the Settling Parties, and hereby finally approves the Stipulation and Settlement in all 20 respects, and orders the Settling Parties to perform its terms to the extent the Settling Parties have 21 not already done so. 22 5. Upon the Effective Date, the Plaintiffs (acting on their own behalf and derivatively on 23 behalf of PMC) and PMC shall have, and each current PMC shareholder shall be deemed to have 24 and by operation of this Judgment shall have, fully, finally, and forever released, relinquished and 25 discharged (i) the Released Claims against the Released Persons; and (ii) any and all claims 26 (including Unknown Claims) arising out of, relating to, or in connection with, the defense, 27 settlement, or resolution of the Actions, against the Released Persons. Nothing herein shall in any 28 way impair or restrict the rights of any Settling Party to enforce the terms of the Stipulation. 518985_1 (PROPOSED) FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE - C-06-05330-RS - 1 - 1 6. the Released Persons shall be deemed to have, and Upon the Effective Date, each of 2 by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and the Plaintiffs and Plaintiffs' Counsel from all claims (including Unknown 3 discharged each and all of 4 Claims) arising out of, relating to, or in connection with the institution, prosecution, assertion, the Actions or the Released Claims. Nothing herein shall in any way 5 settlement, or resolution of 6 impair or restrict the rights of any Settling Party to enforce the terms of the Stipulation. 7 7. The Court finds that the notice given to current PMC shareholders was the best notice 8 practicable under the circumstances. Said notice also provided the best notice practicable under the 9 circumstances of these proceedings and of the matters set forth therein, including the proposed 10 Settlement set forth in the Stipulation, to all Persons entitled to such notice, and said notice fully 11 satisfied the requirements of Federal Rule of Civil Procedure 23.1 and the requirements of due 12 process. 13 8. The Court hereby approves the fee award in accordance with the Stipulation and finds 14 that such fee is fair and reasonable. 15 9. Neither the Stipulation nor the Settlement, nor any act performed or document 16 executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may be deemed 17 to be or may be offered, attempted to be offered, or used in any way by the Settling Parties as a 18 presumption, a concession or an admission of, or evidence of, any fault, wrongdoing or liability of 19 the Defendants or of the validity of any Released Claims; or (b) is intended by the Settling Parties to 20 be offered or received as evidence or used by any other person in any other action or proceeding, 21 whether civil, criminal, or administrative. Released Persons may file the Stipulation and/or this 22 Judgment in any action that may be brought against them in order to support a defense or 23 counterclaim based on principles of res judicata, collateral estoppel, full faith and credit, release, 24 good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue 25 preclusion or similar defense or counterclaim. 26 10. During the course of 27 complied with the requirements of the litigation, the parties and their respective counsel at all times Federal Rule of Civil Procedure 11 and all other similar laws. 28 518985_1 (PROPOSED) FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE - C-06-05330-RS -2- 1 11. 2 continuing Without affecting the finality of this Judgment in any way, this Court hereby retains jurisdiction over the Federal Action and the parties to the Stipulation to enter any further 3 orders as may be necessary to effectuate the Stipulation, the Settlement provided for therein, and the 4 provisions of this Judgment. 5 12. This Judgment is a final, appealable judgment and should be entered forthwith by the 6 Clerk in accordance with Rule 58, Federal Rules of Civil Procedure. 7 IT is SO ORDERED. 4/29/10 518985_1 (PROPOSED) FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE - C-06-05330-RS -3-