The opinion of the court was delivered by: SAMUEL CONTI, Senior District Judge
FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE
This matter came before the Court for hearing pursuant to the
Court's Order Preliminarily Approving Settlement and Directing
Notice to the Class, dated March 25, 2004 (the "Preliminary
Approval Order") in the above-captioned consolidated action (the
"Litigation"), and on plaintiff's motions for (1) approval of the
settlement set forth in the Stipulation of Settlement dated as of
December 12, 2003 (the "Stipulation"), (2) approval of the Plan
of Allocation of settlement proceeds and (3) an award of
attorneys' fees and reimbursement of expenses to plaintiff's
counsel. Due and adequate notice having been given to the Class
as required in the Preliminary Approval Order, and the Court
having considered all papers filed in connection with the
settlement and proceedings had herein and otherwise being fully
informed in the premises and good cause appearing therefore, IT
IS HEREBY ORDERED, ADJUDGED AND DECREED that:
1. This Judgment incorporates by reference the definitions in
the Stipulation, and all terms used herein shall have the same
meanings as set forth in the Stipulation, as follows:
a. "Adaptive" means AB Liquidating Corporation, formerly known
as Adaptive Broadband Corporation.
b. "Authorized Claimant" means any Class Member whose claim for
recovery has been allowed pursuant to the terms of the
c. "Claims Administrator" means the firm of Berdon Claims
d. "Class" means all Persons (other than those Persons who
timely and validly request exclusion from the Class) who
purchased or otherwise acquired the publicly traded securities of
Adaptive during the Class Period, and who were injured thereby,
excluding Defendants, and persons and entities related to
Defendants, including any subsidiaries or affiliates of Adaptive,
the officers and directors of Adaptive during the Class Period,
members of Defendants' immediate families, any person, firm,
trust, officer, director or any individual or entity in which any of the Defendants has a controlling interest or
which is related to, or affiliated with, any of the Defendants,
and the legal representatives, agents, affiliates, heirs,
successors-in-interest or assigns of any such excluded party.
e. "Class Member" means a Person who falls within the
definition of the Class.
f. "Class Period" means the period between August 10, 2000 and
March 15, 2001, inclusive.
g. "Defendants" means Frederick D. Lawrence, Donna S. Birks,
Daniel L. Scharre, Peter J. Maloney and Adaptive.
h. "Effective Date" means the first date by which this Judgment
becomes final by the expiration of the time to file a motion to
alter or amend the Judgment under Fed.R. Civ. P. 59(e) has
passed without any such motion having been filed; (ii) the
expiration of the time in which to appeal the Judgment has passed
without any appeal having been taken; and (iii) if such motion to
alter or amend is filed or if an appeal is taken, then upon the
determination of that motion or appeal in such a manner as to
permit the consummation of the settlement substantially in
accordance with the terms and conditions of this Stipulation.
i. "Escrow Agent" means the law firm of Abbey Gardy, LLP, or
j. "Individual Defendants" means Daniel Scharre, Frederick D.
Lawrence, Donna S. ...