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1
.
ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT PLAINTIFFS CONSOLIDATED ACTION AGREEMENT CHANCERY COURT RULES STIPULATION REVISED MERGER SCHEDULING COURT RULE REPRESENTATIVES COUNSEL DEFENDANTS ASSERTING DELAWARE AVATEX CORPORATION PURSUANT ACCORDANCE ATTORNEYS HEREBY MEMBERS LAW FEES EXPENSES ELLIOTT AFORESAID SCHEDULING ORDER PARTIES ADEQUATE COMPLIANCE PROVISIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE AVATEX CORPORATION >
SHAREHOLDERS LITIGATION ) Consolidated :
) C A . N o . 16334-NC
--------A_
1
ELLIOTT ASSOCIATES, L.P., a Delaware
Limited Partnership,
i
Plaintiff,
V . ) C.A. No. 16336-NC
>
AVATEX CORPORATION, et al.,
:
Defendants. >
ORDER AND FINAL JUDGMENT
A hearing having been held before this Court (the "Court") on December 3, 1999,
to the Court's Order of October 27,1999 (the "Scheduling Order"), upon a Stipulation of
dated June 17, 1999 (the "Stipulation"), of the above-captioned actions (the "Actions"), which
incorporated herein by reference; it appearing that due notice of said hearing has been given
accordance with the aforesaid Scheduling Order; the parties having appeared by their attorneys
record; the Court having heard and considered evidence in support of the proposed Settlement
defined in the Stipulation); the attorneys for the parties having been heard; an opportunity
having been given to all other persons requesting to be heard in accordance with the Scheduling
Order; the Court having determined that notice to the Class (as defined below) preliminarily
pursuant to the aforesaid Scheduling Order was adequate and suffkient; and the entire matter
proposed Settlement having been heard and considered by the Court;
RWl -2 15624-2
\
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES AND EXPENSES
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EXTRACTED KEY WORDS
PLAINTIFFS DEL COURT SETTLEMENT COUNSEL FEES PREFERRED STOCK ELLIOT PROPOSED SETTLEMENT EXPENSES REVISED MERGER ATTORNEYS AWARD SHAREHOLDERS CERTIFICATION COMMON STOCK ORIGINAL MERGER LITIGATION SHAREHOLDERS LITIQ CHANCERY RULES FARUQI FEFFER LLP APPLICABLE STANDARDS STANDSTILL AGREEMENT NEGOTIATIONS ALLIED ARTISTS PICTURES BASS GROUP DEFENDANTS CLASS REPRESENTATIVES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
)
IN RE AVATEX CORPORATION CONSOLIDATED
SHAREHOLDERS LITIGATION i CIVIL ACTION NO. 16334 NC
1
PLAINTIFFS' BRIEF IN SUPPORT OF
PROPOSED SETTLEMENT AND APPLICATION
FOR ATTORNEYS' FEES AND EXPENSES
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
Joseph A. Rosenthal
Norman M. Monhait
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, Delaware 19899
(302) 656-4433
Liaison Counsel for Plaintiffs
FARUQI & FARUQI, LLP
415 Madison Avenue
New York, New York 10017
(212) 986-1074
WECHSLER HARWOOD HALEBIAN
& FEFFER LLP
488 Madison Avenue
New York, New York 10022
(212) 935-7400
November 30, 1999
TABLE OF CONTENTS
Paqe
TABLE OF CITATIONS ii
SNIPPETS:
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3
.
STIPULATION OF SETTLEMENT
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EXTRACTED KEY WORDS
MERGER DEFENDANTS STIPULATION COURT PREFERRED STOCK PARTIES APPROVALS DELAWARE XETAVA FIRST SERIES AGREEMENT INDIVIDUAL DEFENDANTS REVISED MERGER SETTLEMENT PREFERRED STOCKHOLDERS PLAINTIFFS DIRECTORS CLASS ACTIONS COMMON STOCK TRANSACTION CONSUMMATION ELLIOTT ACTION CONSOLIDATED ACTION PARTNERSHIPS SETTLED CLAIMS PARTIES HERETO SURVIVING CORPORATION PRINCIPAL EXECUTIVE OFFICES HOLDING COMPANY |
IN THE COURT OF CHANCE OF THE STATE OF DELAWARE
IN AND FOR Nl CASTLE COUNTY
IN RE AVATEX CORPORATION >
SHAREHOLDERS LITIGATION ) Consolidated
) C.A. No. 16334-NC /
- )>
ELLIOTT ASSOCIATES, L.P., a Delaware: >
Limited Partnership, >>
Plaintiff, >>
V. ) C.A. No. 16336-NC
>
AVATEX CORPORATION, et al., 1>
Defendants. > .- . ^
-
::i-.
r .'
- ;is
STIPULATIO: IF SETTLEMENT
The parties .to the above-captioned act'on
t s, by and through their respective attorneys,
entered into the following Stipulation of Settle: elnt (the "Stipulation") subject to the approval
;"
Court of Chancery of the State of Delaware id anId for New Castle County (the "Court"):
WHEREAS,
A. Defendant Avatex Corporatior ivatex" or the "Company") is a Delaware
tion with its principal executive offices in Dall's,'Texas. Avatex is a holding company that,
fI
its subsidiaries, owns interests in hotels arid (Dffice buildings and in other corporations and
partnerships.
RLFI-2004941-3
B. Defendant Xetava Corporation ("Xetava"), a Delaware corporation, was formed as
a wholly-owned subsidiary of Avatex for the purpose of effecting a merger of Avatex with and into
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