United States District Court, C.D. California, Western Division
IN RE OSI SYSTEMS, INC. DERIVATIVE LITIGATION This Document Relates: To All Actions
ORDER AND FINAL JUDGMENT
MICHAEL W. FITZGERALD UNITED STATES DISTRICT JUDGE.
matter came before the Court for hearing on May 1, 2017, to
consider approval of the proposed settlement
(“Settlement”) set forth in the Stipulation and
Agreement of Settlement dated November 23, 2016, and the
exhibits thereto (the “Stipulation”). The Court
has reviewed and considered all documents, evidence, and
arguments presented in support of or against the Settlement,
including the lack of any objections. Good cause appearing
therefor, and pursuant to Rules 54 and 58(a) of the Federal
Rules of Civil Procedure, IT IS HEREBY ORDERED, ADJUDGED, AND
DECREED that judgment be entered as follows:
otherwise stated herein, all capitalized terms contained in
this Judgment shall have the same meaning and effect as
stated in the Stipulation.
Court has jurisdiction over the subject matter of the Federal
Derivative Action and over the Settling Parties.
Court hereby approves the Settlement set forth in the
Stipulation and finds that the Settlement is, in all
respects, fair, reasonable, and adequate to each of the
Settling Parties and the Current OSI Shareholders, and hereby
directs the Settling Parties to perform the terms of the
Settlement as set forth in the Stipulation.
Court hereby dismisses the California Action with prejudice
and without costs to Defendants or Nominal Defendant OSI,
except as otherwise provided below. The Court also directs
the Delaware Plaintiff to file dismissal with prejudice of
the Delaware Action as against the Defendants pursuant to the
the Effective Date, the Releasing Parties shall be deemed to
have fully, finally, and forever released, relinquished, and
discharged the Released Claims (including Unknown Claims)
against the Released Persons and any and all claims arising
out of, relating to, or in connection with the defense,
settlement, or resolution of the Actions against the Released
Persons. Nothing herein shall in any way impair or restrict
the rights of any Settling Party to enforce the terms of the
the Effective Date, the Releasing Parties are barred and
enjoined from commencing, prosecuting, instigating, or in any
way participating in the commencement or prosecution of any
action asserting any Released Claims against any of the
Released Persons as set forth in and in accordance with the
terms of the Stipulation. Nothing herein shall in any way
impair or restrict the rights of any Settling Party to
enforce the terms of the Stipulation.
event that the Settlement does not become effective in
accordance with the terms of the Stipulation, or the
Effective Date does not occur, then this Final Order and
Judgment shall be rendered null and void to the extent
provided by and in accordance with the Stipulation and, in
such event, all orders entered and releases delivered in
connection herewith shall be null and void to the extent
provided by and in accordance with the Stipulation.
Court finds that the Notice of Pendency and Proposed
Settlement of Shareholder Derivative Actions was given in
accordance with the Preliminary Approval and Scheduling
Order, and that such Notice was reasonable, constituted the
most practicable notice under the circumstances to OSI
shareholders, and complied with the requirements of federal
law and due process.
Court hereby awards Plaintiffs' Counsel attorneys'
fees and expenses in the amount of $1, 600, 000.00 and
directs payment of the Fee and Expense Award in accordance
with the terms of the Stipulation.
Court hereby approves a Service Award of $5, 000 for each of
the Plaintiffs, to be paid from Plaintiffs' Counsels'
Fee and Expense Award in recognition of Plaintiffs'
participation and effort in the prosecution of the Actions.
the course of the litigation of the Actions, all Settling
Parties and their counsel acted in good faith and complied
with Rule 11 of the Federal Rules of Civil Procedure,
California Code of Civil Procedure section 128.7, and all
similar rules and statutes.
the Stipulation nor the Settlement contained therein, nor any
act performed or document executed pursuant to or in
furtherance of the Stipulation or the Settlement, is or may
be deemed to be or may be used as: (a) an admission of, or
evidence of, the validity of any Released Claim or any
wrongdoing or liability of the Defendants, or the Court's
jurisdiction over the Released Persons for purpose of the
Released Claims or for any other purpose; (b) an admission or
concession by Plaintiffs or any OSI shareholder of any
infirmity in the claims asserted in the Complaint; or (c) an
admission of, or evidence of, any fault or omission of any of
the Released Persons in any action, arbitration or other
proceeding, whether civil, criminal, or administrative, in
any court, administrative agency, or other tribunal. The
Released Persons may file the Stipulation and/or this
Judgment in any action that may be brought against them in
order to support a defense or ...