United States District Court, C.D. California
OKLAHOMA FIREFIGHTERS PENSION & RETIREMENT SYSTEM and OKLAHOMA LAW ENFORCEMENT RETIREMENT SYSTEM, Individually and on Behalf of All Others Similarly Situated, Plaintiffs,
v.
IXIA, VICTOR ALSTON, ATUL BHATNAGAR, THOMAS B. MILLER, and ERROL GINSBERG, Defendants.
FINAL ORDER AND JUDGMENT [135, 136]
DOLLY
M. GEE UNITED STATES DISTRICT JUDGE
WHEREAS,
on July 29, 2016, a hearing was held before this Court to
determine: (1) whether the terms and conditions of the
Stipulation and Agreement of Settlement (the
“Settlement Agreement”) are fair, reasonable and
adequate for the settlement of all claims asserted by the
Class against the Defendants in this Action and in the best
interests of the Class, including the release of the
Defendants and the Releasees as defined in the Settlement
Agreement, and should be approved; (2) whether the Settlement
Class should be certified pursuant to Rule 23 of the Federal
Rules of Civil Procedure; (3) whether judgment should be
entered dismissing the Complaint on the merits and with
prejudice in favor of the Defendants as against all persons
or entities who are members of the Class herein who have not
requested exclusion therefrom; (4) whether to approve the
Plan of Allocation as a fair and reasonable method to
allocate the settlement proceeds among the members of the
Class; and (5) whether and in what amount to award counsel
for Lead Plaintiffs and the Class fees and reimbursement of
expenses.
WHEREAS,
on February 29, 2016, this Court, pursuant to Rules 23(a) and
(b)(3) granted preliminary approval of the Settlement
Agreement and preliminarily certified a class consisting of
all persons and entities who purchased or otherwise acquired
the common stock of Ixia between February 4, 2011 and April
3, 2013, inclusive and who were damaged thereby. [Doc. #
130.] Excluded from the Class are (a) Defendants; (b) members
of the immediate families of the Individual Defendants; (c)
any subsidiaries of Defendants; (d) any affiliate, as that
term is defined by the federal securities laws, of Ixia or
any other Defendant, including the 401(k) plans of Ixia; (e)
any person or entity who is a partner, executive officer,
director or controlling person of Ixia (including any of
their subsidiaries or affiliates) or any other Defendant; (f)
any entity in which any Defendant has a controlling interest;
(g) Defendants’ directors’ and officers’
liability insurance carriers, and any affiliates or
subsidiaries thereof; and (h) the legal representative,
heirs, successors and assigns of any such excluded party.
Also excluded from the Class are the persons and/or entities
who requested exclusion from the Class as listed on Schedule
1 annexed hereto.
WHEREAS,
the Court has considered all matters submitted to it at the
hearing and otherwise; and it appearing that a Notice of the
hearing substantially in the form approved by the Court was
mailed to all persons or entities reasonably identifiable who
purchased or otherwise acquired the common stock of Ixia
between February 4, 2011 and April 3, 2013, inclusive, except
those persons or entities excluded from the definition of the
Class, and that a Publication Notice of the hearing
substantially in the form approved by the Court was published
in Investor’s Business Daily and the PR
Newswire pursuant to the specifications of the Court;
and the Court has considered and determined the fairness and
reasonableness of the award of attorneys’ fees and
expenses requested.
NOW,
THEREFORE, IT IS HEREBY ORDERED, as
follows:
1. For
purposes of this Order, all terms used herein have the
meanings as set forth and defined in the Settlement
Agreement.
2. The
Court has jurisdiction over the subject matter of the
Securities Class Action, the Lead Plaintiffs, all other Class
Members and the Defendants.
3. The
Court hereby certifies the Action as a class action for
purposes of the Settlement, pursuant to Rule 23(a) and (b)(3)
of the Federal Rules of Civil Procedure, on behalf of all
persons and entities who purchased or otherwise acquired the
common stock of Ixia between February 4, 2011 and April 3,
2013, inclusive and who were damaged thereby. Excluded from
the Class are (a) Defendants; (b) members of the immediate
families of the Individual Defendants; (c) any subsidiaries
of Defendants; (d) any affiliate, as that term is defined by
the federal securities laws, of Ixia or any other Defendant,
including the 401(k) plans of Ixia; (e) any person or entity
who is a partner, executive officer, director or controlling
person of Ixia (including any of their subsidiaries or
affiliates) or any other Defendant; (f) any entity in which
any Defendant has a controlling interest; (g)
Defendants’ directors’ and officers’
liability insurance carriers, and any affiliates or
subsidiaries thereof; and (h) the legal representative,
heirs, successors and assigns of any such excluded party.
Also excluded from the Class are persons and entities who
submitted valid and timely requests for exclusion in
accordance with the Notice, who are listed on Schedule 1
hereto.
4. The
Court finds and concludes that, for settlement purposes, the
prerequisites to class action certification under Rule 23(a)
and (b)(3) of the Federal Rules of Civil Procedure have been
satisfied in that: (a) the number of Class Members is so
numerous that joinder thereof is impracticable; (b) there are
questions of law and fact common to the Class; (c) the claims
of Lead Plaintiffs are typical of the claims of the Class
they seek to represent; (d) Lead Plaintiffs and their counsel
have and will fairly and adequately represent the interests
of the Class; (e) the questions of law and fact common to the
Class Members predominate over any questions affecting only
individual Class Members; and (f) a class action is superior
to other available methods for the fair and efficient
adjudication of the controversy.
5. The
Court hereby finds and concludes that pursuant to Rule 23 of
the Federal Rules of Civil Procedure, Lead Plaintiffs are
adequate class representatives and certifies them as class
representatives for the Class.
6.
Pursuant to and in accordance with the requirements of Rule
23, the Settlement as set forth in the Settlement Agreement
is approved as fair, reasonable and adequate, and in the best
interests of the Class, and the Class Members and the parties
are directed to consummate the Settlement Agreement in
accordance with its terms and provisions.
7. The
distribution of Notice of Proposed Class Action Settlement,
Application of Attorneys’ Fees and Expenses, and
Settlement Fairness Hearing (“Notice”) and the
publication of Summary Notice of Proposed Settlement of Class
Action and Settlement Hearing (the “Publication
Notice”) constituted the best notice practicable under
the circumstances to all Class Members, and fully met the
requirements of Rule 23 of the Federal Rules of Civil
Procedure, due process, the United States Constitution, and
any other applicable law.
8. The
Complaint is hereby dismissed with prejudice and without
costs, except as provided in the Settlement Agreement,
against the Defendants, their past or present subsidiaries,
parents, affiliates, partners, successors and predecessors,
officers, directors, shareholders, insurers, reinsurers,
agents, employees, attorneys, advisors, and investment
advisors, auditors, accountants and any person, firm, trust,
corporation, officer, director or other individual or entity
in which any Defendant has a controlling interest or which is
related to or affiliated with any of the Defendants, and the
legal representatives, heirs, successors in interest or
assigns of the Defendants. The above-captioned action is
hereby dismissed with prejudice.
9. The
Court permanently bars and enjoins (i) all Class Members and
their heirs, executors, administrators, trustees,
predecessors, successors, Affiliates, representatives, and
assigns - and anyone else purporting to act on behalf of, for
the benefit of, or derivatively for any of them - from
filing, commencing, prosecuting, intervening in,
participating in (as class members or otherwise), or
receiving any benefits or other relief from any other
lawsuit, arbitration, or administrative, regulatory, or other
proceeding (as well as a motion or complaint in intervention
in the Securities Class Action if the person or entity filing
such motion or complaint in intervention purports to be
acting as, on behalf of, for the benefit of, or derivatively
for any of the above persons or entities) or order, in any
jurisdiction or forum, that is based upon, arises out of, or
relates to any Released Plaintiffs’ Claim as to any
Releasee, including any Claim that is based upon, arises out
of, or relates to the Securities Class Action or the
transactions and occurrences referred to in the Complaint,
and (ii) all persons and entities from filing, commencing, or
prosecuting any other lawsuit as a class action or other
proceeding (including by seeking to amend a pending complaint
to include class allegations or by seeking class
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