The opinion of the court was delivered by: The Honorable Saundra Brown Armstrong United States District Court Judge
each of the members of the Class (as defined in the Stipulation), and Nominal Defendant C.K. Chou, Gary E. Haroian, Robert Lamvik, Frank M. Polestra, Michael J. Roberts, Raj P. 5 Michael Shahbazian (collectively, the "Individual Defendants," and together with Embarcadero, the "Defendants," together with the Plaintiffs, the "Parties"), having filed a motion for final approval of the Stipulation of Settlement (the "Stipulation") and the settlement contained therein Plaintiffs Trudy Murray and Gerald Redwing ("Plaintiffs"), on behalf of themselves and Embarcadero Technologies, Inc. ("Embarcadero" or the "Company"), Stephen R. Wong, Timothy Sabhlok, Walter F. Scott, III, Samuel T. Spadafora, Dennis J. Wong, Stephen C. Ferruolo and (the "Settlement") entered into by the Parties on or about September 26, 2007; said motion having come on for hearing before the above-entitled Court; the Court having reviewed and considered all documents, evidence, objections (if any) and arguments presented in support of or against said motion; the Court being fully advised of the premises and good cause appearing therefore, the Court enters this Final Order (the "Final Order") and, subject to final determination by the Court as to the fairness, reasonableness, and adequacy of the Settlement, finds and orders as follows:
shall have the same meaning and effect as stated in the Stipulation.
all parties to the Federal Actions, including the Class.
1. Unless otherwise stated herein, all capitalized terms contained in this Final Order
2. This Court has jurisdiction over the subject matter of the Federal Actions and over
3. The Court certifies a non-opt-out Class pursuant to FED. R. CIV. P. 23(a) and (b)(2) consisting of the following:
class action and non-opt-out Class have been satisfied in that: (a) the Class is so numerous that joinder of all members is impracticable; (b) there are questions of law or fact common to the Class which predominate over any individual questions; (c) the claims of the Plaintiffs are typical of the claims of the Class; (d) the Plaintiffs and Plaintiffs' Counsel have fairly and adequately protected the interests of the Class; and (e) the predominant relief sought for the Class involves the uniform all holders of Embarcadero common stock and their successors in interest and transferees, immediate and remote, from April 4, 2007 through June 22, 2007, other than Defendants.
4. With respect to the Class, this Court finds and concludes that the prerequisites for a group remedies of injunctive and declaratory relief and such relief is applicable and appropriate 2 with respect to the Class as a whole.
5. This Court hereby appoints counsel for Plaintiffs Trudy Murray and Gerald Redwing, Schiffrin Barroway Topaz & Kessler, LLP, as class counsel under Fed. R. Civ. P. 23(g).
said Settlement is, in all respects, fair, reasonable, and adequate to each of the Parties, and the
6. This Court hereby approves the Settlement set forth in the Stipulation and finds that Parties are hereby directed to perform the terms of said Settlement.
7. This Court hereby dismisses the Federal Actions against the Defendants with prejudice and without costs to Defendants, except as otherwise provided below.
8. Upon the Effective Date hereof, Plaintiffs and all members of the Class, together Claims against ...