Kmiec v. Powerwave Technologies Inc.

          FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

          HONORABLE CORMAC J. CARNEY UNITED STATES DISTRICT JUDGE

         This matter came before the Court for hearing pursuant to the Order of this Court, dated December 4, 2015, on the application of the parties for approval of the settlement set forth in the Stipulation of Settlement dated October 30, 2015 (the “Stipulation”). Due and adequate notice having been given to the Class as required in the Order, the Court having considered all papers filed and proceedings held 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, unless otherwise stated herein.

         2. This Court has jurisdiction over the subject matter of the Litigation and over all parties to the Litigation, including all Members of the Class.

         3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court hereby certifies, for purposes of effectuating the settlement, a Class defined as all Persons who, between October 28, 2010 and October 18, 2011, inclusive, purchased or otherwise acquired the common stock of Powerwave. Excluded from the Class are Defendants, members of the immediate family of each of the Defendants, the directors, officers, subsidiaries and affiliates of Powerwave during the Class Period, any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party. Also excluded from the Class are those Persons who made a timely and valid request for exclusion from the Class (as identified in Exhibit 1 hereto).

         4. With respect to the Class, this Court finds for the purposes of effectuating the settlement that: (a) the Members of the Class are so numerous that joinder of all Class Members in the Litigation is impracticable; (b) there are questions of law and fact common to the Class that predominate over any individual questions; (c) the claims of Lead Plaintiff are typical of the claims of the Class; (d) Lead Plaintiff and its counsel have fairly and adequately represented and protected the interests of the Class Members; and (e) a class action is superior to other available methods for the fair and efficient adjudication of the controversy, considering: (i) the interests of the Members of the Class in individually controlling the prosecution of the separate actions; (ii) the extent and nature of any litigation concerning the controversy already commenced by Members of the Class; (iii) the desirability or undesirability of concentrating the litigation of these claims in this particular forum; and (iv) the difficulties likely to be encountered in the management of the Litigation.

         5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court certifies Lead Plaintiff as a representative of the Class. Lead Counsel is also certified as counsel to Lead Plaintiff and the Class in the Litigation.

         6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby approves the settlement set forth in the Stipulation and finds that:

(a) the Stipulation and the settlement contained therein are, in all respects, fair, reasonable and adequate and in the best interest of the Class;

(b) there was no collusion in connection with the Stipulation;

(c) the Stipulation was the product of informed, arm’s-length negotiations among competent, able counsel; and

(d) the record is sufficiently developed and complete to have enabled Lead Plaintiff and Defendants to have adequately evaluated and considered their positions.

         7. Accordingly, the Court authorizes and directs implementation and performance of all the terms and provisions of the Stipulation, as well as the terms and provisions hereof. Except as to any individual claim of those Persons who have validly and timely requested exclusion from the Class (identified in Exhibit 1 hereto), the Litigation and all claims contained therein, as well as all of the Released Claims, are dismissed with prejudice as to Lead Plaintiff and the other Class Members and as against each and all of the Released Parties. The Settling Parties are to bear their own costs except as otherwise provided in the Stipulation.

         8. Upon the Effective Date, Lead Plaintiff and each of the Class Members shall be deemed to have, and by operation of this Judgment shall have, fully, finally and forever released, relinquished, dismissed and discharged all Released Claims (including Unknown Claims) against the Released Parties with prejudice on the merits, whether or not Lead Plaintiff or such Class Member executes and delivers the Proof of Claim and Release and whether or not Lead Plaintiff or each of the Class Members ever seeks or obtains any distribution from the ...