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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
COORDINATED ACTIONS COURT REPRESENTATIVES ATTORNEYS PURSUANT SCHEDULING ORDER STIPULATION MEMBERS CHANCERY COURT PLAINTIFFS MERGER TRANSACTION CONSUMMATION ADMINISTRATORS ACCORDANCE ADEQUATE CHANCERY COURT RULE BANKERS PARTNERS MODIFIED TRANSACTION PROVIDELZI AFORESAID SCHEDULING ORDER PARTIES MATTER HEREBY MANNER COMPLIANCE PROVISIONS LAW |
I, `..
IN THE CO:iJRT OF CHANCERY OF THE STATE OF DELAWARE
I '
IN AND FOR NEW CASTLE COUNTY
________ I __.._______________ I -__-_.___-_______--________ _ _-_---_ x
IN RI: SF:< ENTERTAINhllENT, INC.
SHAREH:OI,DERS LITIGATION
1%NCbp'
_ _ _ _ _. ._ _ _. _ _ _ _ _ _ _ _ _ _ . _ _ _ I _ _ _ - - - I _ - - - _ - - - - . - - - - - - - -
- _____.._..______I__ _ ..__-..-__------____---..---------------------- ?(
FRANKLIN ADVISERS, INC., et al.>
%
Plaintiffs.
ROBERT F.X. SILLERMAN, et al.,
Dcfe ndant:s.
QRIER AND FINAL JUDGMENT
A hearing having been held berore this Court (the "Court") on
pursuant 10 the Court's Order of July 3, 2000 (the "Scheduling Order"), upon a Stipulation `of
Settlement, filed on June 28, 2000 (the "Stipulation"), of the above-captioned actions (the
"Coordinated Actions"). which is incorporated herein by reference: it appearing that due notice
of said hearin?, 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
cvidcnce in support of the proposed Settlement; the attorneys for their respective parties having
been he;vd; an opportunity to be heard having been given to all other persons requesting to be
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND APPLICATION FOR AWARD OFATTORNEYS FEES
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EXTRACTED KEY WORDS
COUNSEL FEES COURT EXPENSES AWARD ATTORNEYS SFX CLASS SHAREHOLDERS DEFENDANTS MERGER CHANNEL COMMON STOCK COMMON STOCK REASONABLENESS SETTLEMENT SHARES CONSOLIDATION DEFENDANT SILLERMAN MERGER AGREEMENT LLP SPECIAL COMMITTEE SHELL OIL TRANSACTION MANAGEMENT PROPOSED SETTLEMENT LITIGATION SCHIFFRIN MARC REPRESENTATIVES PLAZA EAST CERTIFICATE |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE SFX ENTERTAINMENT, INC. CONSOLIDATED
SHAREHOLDERS LITIGATION Civil Action No. 178 18-NC
PLAINTIFFS' BRIEF IN SUPPORT OF THE
PROPOSED SETTLEMENT AND JOINT APPLICATION r
FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES :
ROSENTHAL, MONHAIT, GROSS &.
& GODDESS, P.A.
Joseph A.Rosenthal
919 North Market Street, Suite 1401
Wilmington, DE 1980 1
(302) 656-4433
Consolidated Plaintiffs' Liaison Counsel
ABBEY, GARDY & SQUITIERI, LLP
Arthur N. Abbey
*James S Notis
212 East 39th Street
New York, NY 100 16
(212) 889-3700
SCHIFFRIN & BARROWAY, LLP
Richard S. Schiffrin
Marc A. Topaz
Three Elala Plaza East, Suite 400
Bala Cynwyd, PA 19004-3481
(610) 6167-7706
WECHSLER HARWOOD
HALEBIAN & FEFFER LLP
Robert I. Hanvood
Samuel K. Rosen
488 Madison Avenue
New York, NY 10022
(212) 9:35-7400
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3
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
SFX PLAINTIFF CHANNEL STOCK INDIVIDUAL DEFENDANTS MERGER SILLERMAN DIRECTORS OFFICERS VICE PRESIDENT STOCKHOLDERS MEMBERS SHAREHOLDERS MERGER CONSIDERATION ENTERTAINMENT SHARES COUNSEL CONTROLS ALLOCATING DAMAGES ADEQUATE AGREEMENT PROPOSED MERGER NEGOTIATIONS BREACH COURT COMMUNICATIONS COMMON EXECUTIVE VICE PRESIDENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ALAN MALTZ,
Plaintiff, CLASS ACTION COMPLAINT
-against-
SFX ENTERTAINMENT, INC., ROBERT
F.X. SILLERMAN, D. GEOFFREY
ARMSTRONG, HOWARD J. TYTEL,
RICHARD A. LIESE, JAMES F.
O'GRADY, JR., PAUL KRAMER,
JOHN D. MILLER, BRIAN BECKER,
DAVID FALK, MICHAEL G. FERREL,
THOMAS P. BENSON, EDWARD F.
DUGAN and CLEAR CHANNEL
COMMUNICATIONS, INC.,
Defendants. _ :
-----------------------------------x
Plaintiff alleges upon information and belief, except as
to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a holder of shares of Class A common
stock of the SFX Entertainment, Inc. ("SFX" or the "Companyl') .
2. SFX is a corporation duly organized and existing
under the laws of the state of Delaware. SFX is a diversified
promoter, producer, and venue operator for live entertainment
events. The Company's venues are used primarily for music concerts
and other live entertainment events. SFX also develops and manages
touring Broadway shows and represents athletes and broadcasters for
contract and marketing services.
3. Defendant Clear Channel Communications, Inc. ("Clear
Channel") is a diversified media company with operations in
broadcasting and outdoor advertising. Clear Channel owns,
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