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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT CONSOLIDATED ACTION MERGER REPRESENTATIVES LAW CHANCERY COURT RULES PURSUANT STIPULATION SCHEDULING ATTORNEYS COUNSEL LLP ASSERTING RELATING DEFENDANTS DIRECTORS ACCORDANCE ADEQUATE MEMBERS PLAINTIFFS OFTHE AFORESAID SCHEDULING ORDER PARTIES MATTER HEREBY MANNER COMPLIANCE PROVISIONS TELE-COMMUNICATIONS |
1N THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IX AND FOR NEW CASTLE COUNTY
I:\i RE TELE-COMMUNlCATlONS ) Consolidated
l?VPERNATIONAL, INC. SHAREHOLDER ) Civil Action No. 16533NC
LITIGATION >
ORDER AND FINAL JUDGMENT
A hearing having been held before this Court (the "Court") on July 19, 1999, pursuant to the
Court's Order of May 28, 1999 (the "Scheduling Order"), upon a Stipulation of Settlement, filed on
April 15, 1999 (the "St.~pu a
1 t ion
' "), ofthe above-captioned action (the "Consolidated Action"), which
is incorporated herein by reference; it appearing that due notice of said hearing has been given in
accordance with the aforesaid Scheduling Order; the respective parties having appeared by their
attorneys of record; the Court having heard and considered evidence in support of the proposed
Settlement; the attorneys for the respective parties having been heard; an opportunity to be heard
having been given to all other persons requesting to be heard in accordance with the Scheduling
Order; tl-e Court having determined that notice to the Class (as defined below), preliminarily
certified pursuant to the aforesaid Scheduling Order, was adequate and suffkient;
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2
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PLAINTIFFS BRIEF IN SUPPORT OF THE SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES AND EXPENSES
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EXTRACTED KEY WORDS
COUNSEL COURT FEE SETTLEMENT TINTA EXPENSES REPRESENTATION DEL TCI LIBERTY MEDIA STOCK MERGER SHAREHOLDERS CONTINGENT LIBERTY MEDIA ATTORNEYS CHANCERY COURT RULES EXCHANGE RATIO CERTIFICATION DEFENDANTS CONTINGENT NATURE NUMEROSITY APPLICABLE STANDARDS TRANSACTION LLP COMMONALITY COMMON STOCK TINTA BOARD FINANCIAL ADVISOR MERGER AGREEMENT |
.'
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
____________------__________I___________--------~---------------------
X
IN RE TELE-COMMUNICATIONS CONSOLIDATED
INTERNATIONAL, INC. SHAREHOLDERS C.A. NO. `16533NC
LITIGATION
_____1_____1___1________l___l___________--------------------~--------- X'
PLAINTIFFS' BRIEF IN SUPPORT OF THE SETTLEMENT
AND APPLICATION FOR ATTORNEYS' FEES AND EXPENSES
:
CHIMICLES & TIKELLIS LLP
Pamela S. Tikellis
James C. Strum
One Rodney Square
P.O. Box 1035
Wilmington, DE 19899
(302) 656-2500
Co-Lead and Co-Liaison Counsel
For Plaintiffs
- and -
ROSENTHAL, MONHAIT, GROSS &
GODDESS P.A.
Joseph A. Rosenthal
Mellon Bank Center, Suite 1401
P.O. Box 1070
Wilmington, DE 19899
Co-Liaison Counsel for Plaintiffs
OF COUNSEL:
ABBEY, GARDY & SQUITIERI, LLP
212 East 39th Street
New York, NY 10016
BERNSTEIN LIEBHARD & LIFSHITZ, LLP
10 East 40th Street
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3
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STIPULATION OF SETTLEMENT
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EXTRACTED KEY WORDS
TINTA SETTLEMENT STIPULATION COURT DEFENDANTS PARTIES MERGER ATTORNEYS SUBSIDIARIES CHANCERY VENTURES PLAINTIFFS COMMON STOCK CONSOLIDATED ACTION DELAWARE SETTLED CLAIMS MERGER AGREEMENT PRINCIPAL EXECUTIVE OFFICES DEFENDANT TELE-COMMUNICATIONS TELEVISION REPRESENTATIVES LMG SERIES STOCKHOLDERS TINTA BOARD ACTION COMPLAINTS DELAWARE CORPORATION PROGRAMMING SERVICES INTERNET DISTRIBUTION NETWORKS AFFILIATES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE TELE-COMMUNI CATIONS ) Consolidated
INTERNATIONAL, INC. ) Civil Action No. 16533NC '
SHAREHOLDERS LITIGATION )
STIPULATION OF SETTLEMENT
The parties to the above-captioned action, by and through their respective attorneys, have
entered into the following Stipulation of Settlement (the "Stipulation") subject to the approval of
the Court of Chancery of the State of Delaware in and for New Castle County (the "Court"):
WHEREAS,
A. Defendant Tele-Communications International, Inc. ("TINTA" or the
"Company") is a Delaware corporation with its principal executive offices located in
Englewood, Colorado. Defendant TINTA is an international media company that provides
programming services and operates television, telephone and Internet distribution networks
around the world. TINTA is a partner in ventures that provide cable and programming services
to countries outside of the United States.
B. Defendant Tele-Communications, Inc. ("TCI") is a Delaware corporation with its
principal executive offices located in Englewood, Colorado. TCI, through its subsidiaries and
affiliates, engages principally in the construction, acquisition, ownership and operation of cable
television systems and the provision of satellite-delivered video entertainment, information and
home shopping programing services to various video distribution media, principally cable
television systems. TCI also produces, acquires and distributes programming through its wholly-
owned subsidiary Liberty Media Corp. ("Liberty").
RLFl-191497-1 -l-
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