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In Re Cadence Design Systems

November 15, 2011

IN RE CADENCE DESIGN SYSTEMS, INC.
SECURITIES LITIGATION



The opinion of the court was delivered by: The Honorable Samuel Conti United States District Judge

CLASS ACTION

This Document Relates To: Case Nos. 08-4966 SC, 08-5027 SC 08-5273 SC

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE

WHEREAS, a consolidated action is pending before this Court styled In re Cadence Design Systems, Inc. Securities Litigation, No. C-08-4966 SC (the "Litigation"); 3 Stipulation of Settlement dated as of May 31, 2011 (the "Stipulation"), which, together with the 6 Litigation and for dismissal of the Litigation with prejudice upon the terms and conditions set forth 8 therein; and the Court having read and considered the Stipulation and the Exhibits annexed thereto; 9 and 13 forth therein, subject to further consideration at the Settlement Hearing described below.

2. The Court hereby certifies a Class, for settlement purposes only, defined as: "all Persons (other than those Persons who timely and validly request exclusion from the Class) who 16 purchased Cadence Publicly Traded Securities during the period from April 23, 2008 to December 17 Defendants, the directors, officers, subsidiaries, and affiliates of Cadence, any person, firm, trust, 20 corporation, officer, director or other individual or entity in which any Defendant has a controlling 21 interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such 22 excluded person."

3. A hearing (the "Settlement Hearing") shall be held before this Court on February 24, 2012, at100:00 a.m., at the United States District Court for the Northern District of California, 450 25 26 Litigation on the terms and conditions provided for in the Stipulation is fair, reasonable, and 28 adequate to the Class and should be approved by the Court; whether a Judgment as provided in ¶1.13

WHEREAS, the parties having made application, pursuant to Federal Rule of Civil Procedure 23(e), for an order approving the settlement of this Litigation, in accordance with a 5 Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the 7

WHEREAS, all defined terms herein have the same meanings as set forth in the Stipulation.

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. The Court does hereby preliminarily approve the Stipulation and the settlement set 10, 2008, inclusive, excluding the Defendants, members of the immediate family of the Individual Golden Gate Avenue, San Francisco, CA 94102, to determine whether the proposed settlement of the of the Stipulation should be entered; whether the proposed Plan of Allocation should be approved; 2 and to determine the amount of fees and expenses that should be awarded to Lead Counsel. The 3 Court may adjourn the Settlement Hearing without further notice to the Members of the Class. 4

4. The Court approves, as to form and content, the Notice of Proposed Settlement of Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of Claim"), and distribution of the Notice and publishing of the Summary Notice substantially in the manner and 9 form set forth in ¶¶5-6 of this Order meet the requirements of Federal Rule of Civil Procedure 23 10 and due process, and is the best notice practicable under the circumstances and shall constitute due 11 and sufficient notice to all Persons entitled thereto. 12 13 supervise and administer the notice procedure as well as the processing of claims as more fully set 14 15 forth below:

(a) The Claims Administrator shall make reasonable efforts to identify all Persons 17 who are Members of the Class and not later than December 2, 2011 (the "Notice Date"), the Claims 18 Administrator shall cause a copy of the Notice and the Proof of Claim, substantially in the forms 19 annexed as Exhibits A-1 and A-2 hereto, to be mailed by First-Class Mail to all Class Members who 20 can be identified with reasonable effort; 21 22

Summary Notice to be published once in Investor's Business Daily; and (c) At least seven (7) calendar days prior to the Settlement Hearing, Lead Counsel 25 shall cause to be served on Defendants' counsel and filed with the Court proof, by ...


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