Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - BLACK BOX CORP | l38720e8vk.htm |
| EX-99.1 - EX-99.1 - BLACK BOX CORP | l38720exv99w1.htm |
| EX-99.3 - EX-99.3 - BLACK BOX CORP | l38720exv99w3.htm |
| EX-99.2 - EX-99.2 - BLACK BOX CORP | l38720exv99w2.htm |
| EX-99.4 - EX-99.4 - BLACK BOX CORP | l38720exv99w4.htm |
Exhibit 99.5
Case 2:06-cv-01531-JFC Document 105-4 Filed 01/22/10 Page 1 of 3
EXHIBIT D
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF PENNSYLVANIA
WESTERN DISTRICT OF PENNSYLVANIA
In re BLACK BOX CORPORATION
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DERIVATIVE LITIGATION
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This Document Relates to: All Actions
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[PROPOSED] ORDER OF DISMISSAL AND JUDGMENT
This matter came before the Court for hearing on
, 2010 (the “Settlement Hearing”),
pursuant to the Order of this Court, dated , 2010, and entitled “Preliminary Approval
Order,” on the joint motion of the Parties hereto for approval of the proposed settlement
(“Settlement”) set forth in the Stipulation of Compromise and Settlement dated January 22, 2010
(the “Stipulation”). The Court has reviewed and considered all documents, evidence, objections (if
any), and arguments presented in support of or against the Settlement; and the Court being fully
advised of the premises and good cause appearing therefor, the Court enters this Order of Dismissal
and Judgment.
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:
1. This Order of Dismissal and Judgment incorporates by reference the definitions in the
Stipulation, and all capitalized terms used but not defined herein shall have the same meanings as
set forth in the Stipulation.
2. This Court has jurisdiction over the subject matter of this Action, including all matters
necessary to effectuate the Settlement, and over all Parties.
3. This Court finds that the Notice of Proposed Settlement of Derivative Action and of
Settlement Hearing (the “Notice”) provided to Current Black Box Stockholders
constituted the best notice practicable under the circumstances. The Notice fully satisfied the
Case
2:06-cv-01531-JFC Document 105-4 Filed 01/22/10 Page 2 of 3
requirements of Rule 23.1 of the Federal Rules of Civil Procedure and the requirements of due
process.
4. Pursuant to Rule 23.1 of the Federal Rules of Civil Procedure, this Court hereby finds that
the Stipulation and the Settlement are fair, reasonable, and adequate, and in the best interests
of, Black Box and Current Black Box Stockholders, and hereby approves all provisions of the
Stipulation and the Settlement in all respects, including the dismissal and release of the Released
Claims, and orders the Parties to perform the terms thereof, to the extent that they have not
already done so.
5. The Action and all claims contained therein, as well as all of the Released Claims, are
dismissed with prejudice. The Parties are to bear their own costs, except as otherwise provided
in the Stipulation. The Parties and Current Black Box Stockholders, and any of them, 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 Released
Parties.
6. Neither the Stipulation nor the Settlement, nor any act performed or document executed
pursuant to or in furtherance of the Stipulation or the Settlement: (i) is or may be deemed to be
or may be offered, attempted to be offered or used in any way by the Parties as a presumption, a
concession or an admission of, or evidence of any fault, wrongdoing, or liability of the Parties or
of the validity of any Released Claims; or (ii) is intended by the Parties to be offered or
received as evidence or used by any other person in any other actions or proceedings, whether
civil, criminal, or administrative. Any party to the Stipulation may file the Stipulation and/or
this Judgment in any action that may be brought against them in order to support a defense or
counterclaim based on principles of res judicata, collateral estoppel, full
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Case
2:06-cv-01531-JFC Document 105-4 Filed 01/22/10 Page 3 of 3
faith and credit, release, good faith settlement, judgment bar or reduction, or any other
theory of claim preclusion or issue preclusion or similar defense or counterclaim.
7. The Court hereby approves the Fee Award in accordance with the Stipulation, and expressly
finds that the Fee Award is fair and reasonable. Black Box is directed to pay the Fee Award in
accordance with the terms of the Stipulation.
8. The Court hereby enters judgment in accord with the Stipulation and this Order of Dismissal
and Judgment.
9. Without affecting the finality of this Judgment in any way, this Court hereby retains
jurisdiction with respect to implementation and enforcement of the terms of the Stipulation.
SO ORDERED:
Dated: |
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| Joy Flowers Conti United States District Judge |
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