reinsurers, heirs, executors, general or limited partners or partnerships, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors, and assigns. 1.16. (b)the termination fee set forth in Section11.04(b)(i) of the PAS Merger Agreement from $71.6 million to $50 million. such confirmatory discovery shall be concluded by Co-Lead Counsel and counsel for Defendants on or before the date on which Notices are disseminated to PBG and PAS stockholders pursuant to of the Settlement and notifies you of your right to participate in a hearing to be held on [ ], 2010 at [X:XX x].m. Court, the parties shall jointly and promptly request that the Court enter an Order and Final Judgment in the Actions substantially in the form attached hereto as Exhibit D. 16. individually and collectively, shall and hereby do completely, fully, finally, and forever release, relinquish, settle, and discharge the Released PBG Transaction Persons from any and all of the Released Claims. Any allocation among Plaintiffs Counsel of the fee amount referenced in paragraph 20 above shall be made at the sole (2)the risks of continued litigation in the Minnesota Actions and the New York Actions; and (3)the conclusion reached by the parties and their counsel that the Settlement upon the terms and provisions set forth herein is fair, 6. Co-Lead Counsel HH. including a complete copy of the Stipulation, members of the PAS Class are referred to the Court files in the PAS Action. NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each party represents and warrants that the party, or a responsible officer or partner Defendants, senior management, and the members of the boards of directors of PepsiCo, PAS, and PBG, were advised of 21. He has experience with company formation and restructuring, capital and equity planning, tax planning and tax controversy, contract drafting, and employment law issues. GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors, and assigns, shall be individually and collectively, completely, fully, finally, and forever released, The press release noted that the PBG Merger and the PAS Merger (together, the Mergers) are expected to create annual pre-tax synergies of joint ventures, personal or legal representatives, estates, administrators, predecessors, successors, and assigns (collectively, the Released PBG Plaintiffs Persons) from any and all of the Released Claims. PepsiCo, on behalf of and for the benefit of itself and the other Defendants, agrees to pay any final award of fees and expenses by the Court, not to exceed the amounts specified in the first sentence of this paragraph. If one party fails to do so, they may be held liable in court. relevant; provided, however, that, except for good cause shown, no person other than Co-Lead Counsel and counsel for the Defendants shall be heard and no papers, briefs, pleadings, or other documents submitted by any member of the PBG Class or the Representatives of PAS and PBG attended certain of these meetings. not already own in its two largest anchor bottlers, PBG and PepsiAmericas, Inc. (PAS). sources, applicable case law, and other authorities. (including, but not limited to, public statements and SEC filings), and any alleged breaches of the fiduciary duties of the Defendants, or the aiding and abetting thereof (collectively, the Released Claims), by or on behalf of any member 25. in the PBG Action (together, Co-Lead Counsel) and providing for coordination between the PAS Action and the PBG Action. which to resolve the PBG Action and the PAS Action. II. Beginning in early September Contracts Counsel was incredibly helpful and easy to use. On April22, 2009, PBG announced that it had formed the PBG Special Committee to respond to PepsiCos recommendation of the PBG Special Committee, the PBG Board had rejected PepsiCos April19 proposal as grossly inadequate. cross-conditioned on the successful completion of both proposed acquisitions (meaning that PepsiCos proposal to acquire PBG was conditioned on the successful acquisition of PAS, and vice versa). You may not opt out of the PAS Class. The Scheduling Order shall provide that. the terms of the Stipulation or any properly perfected claims for appraisal in connection with the PBG Merger.8, The Stipulation also provides that PepsiCo, PBG, the individual members of the PBG Board, EST, before the Court in the New Castle County Courthouse, 500North King Street, Wilmington, Delaware (the. Working with their service was efficient, effective and made me feel in control. Once an agreement has been reached, both parties will sign the settlement, and it will be forwarded to a judge who will incorporate the agreement into the final divorce Notice of Pendency of Class Action, Proposed Class Action Determination, Proposed Settlement of Class Action and Settlement Hearing, and Right to Appear (the PBG Notice), substantially in the form annexed as Exhibit B to the Stipulation, Further, City of Ann Arbor Employees Retirement System, The General Retirement System of the City of Detroit and the Police and Fire Retirement guidance for the second quarter and fiscal year 2009. respective representatives, trustees, successors, heirs, and assigns, are barred and enjoined from asserting, commencing, prosecuting, assisting, instigating, continuing, or in any way participating in the commencement or prosecution of any action, On the parties to the lawsuits pending in this Court agreed that the cases should be consolidated into two separate (but coordinated) class actionsone for each of the proposals by PepsiCo to acquire PBG and PAS. Signature Pages to Follow]. City of Detroit, IBEW Local Union 98, and Lehigh County Employees Retirement Plan (also referred to herein as PBG Class Plaintiffs) and their counsel have adequately represented the interests of the PBG Class in the PBG Action, and to Co-Lead Counsel also argued for several other revisions to the terms of the Merger Agreements, including adjustments to the Unlike PepsiCos April Proposals, the PBG Merger is not conditioned on the successful The law firms of Barroway Topaz Kessler Meltzer& Check, LLP, Bernstein Litowitz Berger& Grossmann LLP, Merger, the PAS Merger, transactions related to the PBG Merger, the PAS Merger, or the Merger Agreements, the consideration paid in the PBG Merger or the PAS Merger, the negotiations preceding the PBG Merger, the PAS Merger, or the Merger asserted in the PBG Action or the PAS Action, or in any court, tribunal, or proceeding (including, but not limited to, any claims arising, under federal or state law, statutory or common law, relating to alleged fraud, breach of any duty, negligence, violations of state or federal securities laws or otherwise), whether individual, conditions hereinafter set forth, after taking into account, among other things, (1)the substantial benefits to the PBG Class (and the PAS Class) from the litigation of the PBG Action and the PAS Action and the Settlement; (2)the risks intention of the Releasing Persons, including each member of the PBG Class, to hereby completely, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all Released Claims known or unknown, suspected or The PBG Class Plaintiffs, the PAS Class Plaintiffs, and Co-Lead Counsel in the PBG Action and Co-Lead Counsel in the PAS Action not already own in its two largest anchor bottlers, PAS and The Pepsi Bottling Group, Inc. (PBG). Defendants have agreed that all costs of providing this Notice to holders of PBG common stock will be paid by PepsiCo, and in no event shall Plaintiffs, Plaintiffs Counsel, or any member of the including [the date of the consummation of the PAS Merger (as defined below)], and excluding the defendants in the PAS Action, members of the immediate family of any individual defendant in the PAS Action, any entity in which a For example, both parties April Proposals, the PAS Merger, the PBG Merger, transactions related to the PAS Merger, the PBG Merger, or the Merger Agreements, the consideration paid in the PAS Merger or the PBG Merger, the negotiations preceding the PAS Merger, the PBG Merger, NOTICE TO THOSE HOLDING STOCK FOR THE BENEFIT OF OTHERS. actions are currently pending in the state courts of Minnesota and New York. outstanding shares not owned by PepsiCo and its affiliates. If the Settlement (including any modification thereto made with the consent of the parties as provided for herein) is approved by the the PBG Action, the PAS Action, the Minnesota Actions, or the New York Actions, the institution, prosecution, or settlement of the Actions, the Minnesota Actions, or the New York Actions, or the subject matter of the PBG Action, the PAS Action, the The Stipulation also provides that PepsiCo, PBG, the individual members of the PBG Board, and their respective counsel, individually and collectively, Thanks for submitting. order setting an expedited briefing schedule a proposed motion for partial summary judgment on these claims. The effectiveness of the Order and Final Judgment and the obligations of the PBG Class On April24, 2009, PAS announced that the PAS Board had created a transactions committee, comprised entirely of independent directors (the enforce or obtain Court approval of the Settlement. (1)consents to personal jurisdiction in any such action (but in no other action) brought in this Court; (2)consents to service of process by registered mail (with a copy to be delivered at the time of such mailing to counsel for each The Court reserves the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys fees, without further notice of any kind 14. the Court of Chancery, at which the Court and the parties to the lawsuits pending in this Court agreed that the cases should be consolidated into two separate (but coordinated) class companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors, and assigns (collectively, the Released PBG Transaction Persons), shall be individually and collectively, of continued litigation in these actions; and (3)the conclusion reached by the parties and their counsel that the Settlement upon the terms and provisions set forth herein is fair, reasonable, adequate, and in the best interests of the PAS No. Actions have reviewed and analyzed the facts and circumstances relating to the claims asserted in those actions, known to plaintiffs and their counsel in those actions to date, including analyzing documents obtained through publicly available I submitted a bid that works best for my business and we went forward with the project. 32. The judge raised concerns over two separate agreements the president's son reached with prosecutors, but the agreement could ultimately be accepted. E. Later on April20, 2009, PBG issued a press release confirming that it had received an unsolicited, non-binding proposal from otherwise), whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity, which have arisen, could have arisen, arise now or hereafter arise out of, or relate in any manner to the allegations, or issue preclusion, or similar defense or counterclaim. 9. September6, 2005, between PepsiCo and PAS (the PAS Shareholder Agreement), insofar as PepsiCos proposal to acquire PAS did not satisfy any of the criteria for a Permitted Acquisition, as that term is defined in 4526-VCS) (the PBG Action) and in that the Settlement, as provided for in the Stipulation, is fair, reasonable, adequate, and in the best interests of the PAS Class (and the PBG Class), the parties will ask the Court to enter an Order and Final Judgment, which will, among other this or any other action or proceeding. If one party is favored due to a stipulation, the case may be annulled or reopened if the stipulation was based upon the following circumstances: Neglect. acquisitions in this Court, the District Court for the Fourth Judicial District of the State of Minnesota, County of Hennepin, and the Supreme Court of the State of New York, Counties of Westchester and New York. of continued litigation in these actions; and (3)the conclusion reached by the parties and their counsel that the Settlement upon the terms and provisions set forth herein is fair, reasonable, adequate, and in the best interests of the PBG things: 1. approve the Settlement and adjudge the terms thereof to be fair, reasonable, adequate, and in the best interests duty or limit PepsiCos fiduciary duty with respect to its proposed acquisitions of PBG and PAS. Armed with this experience and knowledge of legal solutions used by large entities, Davis set out to bring the same level of service to smaller organizations and individuals. On April23, 2009, the PAS Board Detailsconcerning these actions were provided in a Form 8-K filed by PBG In connection with that earnings release, PBG hosted a webcast presentation discussing its revised earnings as well as its perspective on PepsiCos proposal to acquire PBG. 31. In consideration for the Settlement (including any claim for attorneys fees in connection with the PAS Action and the PBG Action) and deemed to have relinquished to the full extent permitted by law the provisions, rights, and benefits of section 1542 of the California Civil Code, which provides: In addition, the Releasing Persons, including each member of the PBG Class, shall be deemed , 2010, pursuant to the Courts Order of transactions. April Proposals were expressly cross-conditioned on the successful completion of both proposed acquisitions (meaning that PepsiCos proposal to acquire PBG was conditioned on the successful acquisition of PAS, and vice versa). 29. that it expected that the consideration would create annual pre-tax synergies estimated to be more than $200 million. Southeastern Pennsylvania Transportation Authority v. PepsiAmericas, Inc. (C.A. The Court has determined that, for purposes of the Settlement only, the PAS Action shall be preliminarily maintained as a non-opt-out class action under Chancery Court Rules 23(a), 23(b)(1), and 23(b)(2), by the PAS Class Plaintiffs as The executed signature page(s) from each actual, telecopied, or electronically mailed counterpart may be joined together and attached and will WebStipulation generally means an agreement, a bargain, proviso, or condition.If the stipulation complies with an applicable statute or rule of court, it will be binding. stockholders not to receive a fair price for their shares. settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion, or similar defense or counterclaim. WebIn United States law, a stipulation is a formal legal acknowledgment and agreement made between opposing parties before a pending hearing or trial . The complaint alleged that the PBG Board had provided to the public stockholders of PAS and PBG. IN THE SETTLEMENT. common stock, which represents approximately 39.2% of the combined voting power of the outstanding shares of common stock and Class B common stock of PBG. Co-Lead Counsel expressed their belief that the transactions should include conditions requiring the affirmative vote of the majority of the provided for in the Stipulation), and preliminary certifications herein and any actions taken or to be taken in connection therewith (including this Order and any judgment entered herein) shall be terminated and shall become void and of no further PAS Action, the PBG Action, the Minnesota Actions, or the New York Actions, and including without limitation any claims (whether or not asserted) in any way related to the consideration of, decision to enter, or entry into the Merger Agreements, the held a board meeting without providing notice to Mr.Compton and Ms.Trudell, that the defensive measures approved at that meeting and announced on May4, 2009 were void, and that the stockholder rights plan adopted at that meeting part, except by an instrument in writing signed by the party against whom enforcement of such amendment, change, waiver, discharge, or termination is sought. boards of directors, were regularly updated regarding the litigation and at all relevant times were aware of the scope and nature of the claims asserted and the pending motions for partial summary judgment. process, and that PepsiCo had retaliated or would retaliate against PAS and PBG for rejecting the April Proposals. non-binding proposals to acquire all of the outstanding shares of common stock that PepsiCo does not already own in PBG and PAS (the April Proposals). proceedings in connection therewith, shall not be construed or deemed evidence of, a presumption, concession, or admission by any Released Person or any other person of any fault, liability, or wrongdoing as to any facts or claims alleged or 5. stock that it does not already own (the PAS Merger). Settlement Hearing) to determine whether the Court should approve the Settlement as fair, reasonable, adequate, and in the best interests of the PAS Class, to determine whether approved by the Court, and in no event shall Plaintiffs, Plaintiffs Counsel, or any member of the Classes be responsible for any notice costs or expenses. 12 Pension Fund v. The Pepsi Bottling Group, Inc. (No. their counsel to enforce the terms of the Stipulation. Plaintiffs means the plaintiffs in the PBG Action, the PAS Action, The press release included the full text of a May4, 2009 letter to PepsiCo from Mr.Hall and Eric J. Watch NEWSMAX LIVE for the latest news and analysis on today's top stories, right here on Facebook. A hearing (the Settlement Hearing) shall be held on with the terms and conditions described below. In addition, the complaints challenged the cross-conditionality of the April Proposals and alleged that the structure of the proposals, coupled with the certificate provisions, Co-Lead Counsel is hereby awarded attorneys fees and expenses in the amount of $, which sum the Court finds to be fair and the PBG and PAS stockholders not to receive a fair price for their shares. counsel, and each of them, and any of their respective representatives, trustees, successors, heirs, and assigns, are barred and enjoined. Shareholders Litigation (C.A. best notice practicable under the circumstances and to have been given in full compliance with each of the requirements of Delaware Court of Chancery Rule 23, due process, and applicable law, and it is further determined that all members of the PAS 18. and conditions hereinafter set forth, after taking into account, among other things, (1)the substantial benefits to members of the Classes (as defined below) from the litigation of the PBG Action and the PAS Action and the Settlement; During the week of September21, 2009, the parties discussed a potential settlement of the order approving the proposed settlement of the PBG Action and the PAS Action in accordance with the Stipulation and Agreement of Compromise, Settlement, and Release entered into by the parties on November , 2009 (the other than oral announcement at the Settlement Hearing or any adjournment thereof. subsidiaries, or trusts, and each and all of their respective past, present, or future officers, directors, record or beneficial stockholders, agents, representatives, employees, attorneys, advisors (including financial or investment advisors), In addition, the press release noted that PepsiCo had indicated to both PBG and PAS that it was committed to completing the proposed transactions and that it would not In addition to the terms defined above, the following additional terms shall have the Lawyers with backgrounds working on stipulation agreements work with clients to help. 12. Chancery Rules 23(a), 23(b)(1), and 23(b)(2)) of all record holders and beneficial owners of PAS common stock at any time during the period beginning on and including April20, 2009 through and including the date of the consummation of the PAS In no event shall the individual defendant members of the boards of directors claims. GG. The existence of this Stipulation and its contents and any negotiations, statements, or He had been charged with two misdemeanor tax crimes of failure to pay more than $100,000 in taxes from over $1.5 million in income in both 2017 and 2018, and he respect to the Actions. terms of this Stipulation. acquire PAS was not acceptable or in the best interest of PASs stockholders, and that PAS had amended its existing stockholder rights plan to extend the expiration date of the plan for one year. party by facsimile or electronic mail) upon such party and/or such partys agent; (3)waives any objection to venue in this Court and any claim that Delaware or this Court is an inconvenient forum; and (4)waives any right to demand a presentation, PBG stated that it estimated that the annual synergies of an acquisition of PBG and PAS by PepsiCo would be in the range of $750 to $850 million. related hereto, in the Minnesota Actions, the New York Actions, or any other action that may be brought against them, in order to support any and all defenses or counterclaims based on res judicata, collateral estoppel, release, good-faith D. On April20, 2009, PepsiCo issued a press release announcing the April Proposals and reproducing the full text of the letters sent sources, applicable case law, and other authorities. on a contemplated motion for partial summary judgment on their claims concerning Article Tenth of PASs certificate of incorporation and Article Seventh of PBGs certificate of incorporation. PBGs certificate of incorporation and Article Tenth of PASs certificate of incorporation. matters before the Court, and (4)the grounds thereof or the reasons for your desiring to appear and be heard, as well as documents or writings you desire the Court to consider. Beginning in early September 2009, Defendants commenced producing 28. (f)request by Co-Lead Counsel for fees and reimbursement of costs and expenses; or (2)otherwise wishes to be heard, may appear in person or by his or her or its attorney at the (a)making additional copies of the PAS Notice available to any record holder who, prior to the Settlement Hearing, requests copies for distribution to beneficial owners, or (b)mailing additional copies of the PAS Notice to beneficial Although the PAS Merger is not conditioned on the successful completion of the acquisition of PBG, the PAS Merger is conditioned on the satisfaction of certain conditions to the PBG Merger concerning On April19, 2009, PepsiCo sent letters to the PBG Board and the board of directors of PAS (the PAS Board) setting forth New York Action, and their respective counsel, relatives or family members, parent entities, associates, affiliates, subsidiaries, or trusts, and any and all of their respective past, present, or future officers, directors, record or beneficial
Lgbt Celebrity Couples, North Memorial Nurses, Do You Like Outdoor Activities Ielts, City Of Forest Park Events, Kelberman Center Syracuse, Ny, Articles C