The opinion of the court was delivered by: Christina A. Snyder United States District Judge
[PROPOSED] ORDER & FINAL JUDGMENT
WHEREAS plaintiff Benjamin L. Padnos, on behalf of himself individually and derivatively on behalf of nominal defendant China Education Alliance, Inc. ("CEU"), CEU, and defendants Xiqun Yu, Zibing Pan, Liansheng Zhang, and Yizhao Zhang (collectively, the "Settling Parties"), by and through their respective counsel, entered into a Stipulation of Settlement (the "Stipulation"), dated July 13, 2012, setting forth the terms and conditions of settlement (the "Settlement") of the above-captioned action (the "Action");
WHEREAS, on July 16, 2012, the Plaintiff filed an Unopposed Motion for Preliminary Approval of Proposed Settlement (the "Motion") seeking preliminary approval of the Settlement;
WHEREAS, on August 13, 2012, this Court entered an order preliminarily approving the Settlement (the "Preliminary Approval Order") and requiring that notice thereof be disseminated to all shareholders of CEU common stock as of the date of the execution of the Stipulation in accordance with the provisions of the Stipulation;
WHEREAS, on October 15, 2012, the Court held a hearing for the purpose of:
a. determining whether to finally approve the Settlement pursuant to Rule 23.1 of the Federal Rules of Civil Procedure as fair, reasonable, adequate, and in the best interests of CEU and its shareholders;
b. considering an Order and Final Judgment dismissing the Action with prejudice and releasing and enjoining prosecution of any and all claims to be released pursuant to the Stipulation;
c. determining whether to approve attorneys' fees and expenses;
d. determining whether to award plaintiff's incentive fee; and
e. hearing other such matters as the Court may deem necessary and appropriate.
WHEREAS the Court has reviewed and considered all documents, evidence, objections (if any) and arguments presented in support of or against the Settlement;
WHEREAS this matter is now before the Court for final approval of the proposed Settlement; and
NOW, THEREFORE, it is ORDERED, ADJUDGED AND DECREED that: 1. This Court has jurisdiction over the subject matter of this litigation and ...