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ATVI » Topics » 4. Settlement Procedure

These excerpts taken from the ATVI 10-K filed May 30, 2008.

4.           Settlement Procedure

4.1        Promptly after execution of the Stipulation, the Settling Parties shall submit the Stipulation and its Exhibits to the Federal Court and apply for an order substantially in the form of Exhibit B hereto, requesting preliminary approval of the settlement set forth in the Stipulation.
4.2        Within ten (10) days of the execution of this Stipulation by all parties hereto, Plaintiffs shall submit the Stipulation together with its exhibits to the Federal Court and shall apply for entry of an order (the “Notice Order”), substantially in the form of Exhibit B hereto, requesting inter alia, the preliminary approval of the Settlement set forth in the Stipulation, and approval for the filing and publication of the Settlement Notice (collectively, the “Notice of Proposed Settlement” and the “Summary Notice”), substantially in the forms of Exhibits B-1 and B-2 attached to the Notice Order, respectively, which shall include the general terms of the Settlement set forth in the Stipulation, including the general terms of the fees and expenses to be paid and the date of the Settlement Hearing as defined below.  All costs in identifying and notifying Activision’s stockholders of the Settlement, including the filing of the

 

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Notice and the publication of the Summary Notice, will be paid by Activision.  If additional notice is required by the Court, the cost and administration of such additional notice will be borne by Activision.
4.3        Plaintiffs will request that after the Notices are given, the Federal Court hold a hearing (the “Settlement Hearing”) to consider and determine whether an order approving the terms of the Settlement as fair and reasonable and adequate, including the payment of attorneys’ fees and expenses in the amount negotiated by the parties following negotiation of the payments to Activision and the Corporate Governance Reforms, should be entered and whether a judgment should be entered thereon releasing all claims as discussed below.
4.4        The Notice will provide that within five (5) business days from the Federal Court’s entry of the Judgment, counsel for the State Plaintiffs will file a Stipulation for Dismissal, with prejudice, of the State Derivative Action, to be signed by all parties to that action (“State Court Stipulation for Dismissal”).  The State Court Stipulation for Dismissal shall expressly provide that the Plaintiffs in the State Derivative Action have joined in the Stipulation and agreed to be bound by the Judgment, and based thereon are dismissing the State Derivative Action with prejudice.

4.           Settlement Procedure



4.1        Promptly after execution of the
Stipulation, the Settling Parties shall submit the Stipulation and its Exhibits
to the Federal Court and apply for an order substantially in the form of Exhibit B
hereto, requesting preliminary approval of the settlement set forth in the
Stipulation.


4.2        Within ten (10) days of the
execution of this Stipulation by all parties hereto, Plaintiffs shall submit
the Stipulation together with its exhibits to the Federal Court and shall apply
for entry of an order (the “Notice Order”), substantially in the form of Exhibit B
hereto, requesting inter alia,
the preliminary approval of the Settlement set forth in the Stipulation, and
approval for the filing and publication of the Settlement Notice (collectively,
the “Notice of Proposed Settlement” and the “Summary Notice”), substantially in
the forms of Exhibits B-1 and B-2 attached to the Notice Order, respectively,
which shall include the general terms of the Settlement set forth in the
Stipulation, including the general terms of the fees and expenses to be paid
and the date of the Settlement Hearing as defined below.  All costs in identifying and notifying
Activision’s stockholders of the Settlement, including the filing of the


 



-14-













 



Notice and the publication of the Summary Notice, will
be paid by Activision.  If additional
notice is required by the Court, the cost and administration of such additional
notice will be borne by Activision.


4.3        Plaintiffs will request that after the
Notices are given, the Federal Court hold a hearing (the “Settlement Hearing”)
to consider and determine whether an order approving the terms of the
Settlement as fair and reasonable and adequate, including the payment of
attorneys’ fees and expenses in the amount negotiated by the parties following
negotiation of the payments to Activision and the Corporate Governance Reforms,
should be entered and whether a judgment should be entered thereon releasing
all claims as discussed below.


4.4        The Notice will provide that within five (5) business
days from the Federal Court’s entry of the Judgment, counsel for the State
Plaintiffs will file a Stipulation for Dismissal, with prejudice, of the State
Derivative Action, to be signed by all parties to that action (“State Court
Stipulation for Dismissal”).  The State
Court Stipulation for Dismissal shall expressly provide that the Plaintiffs in
the State Derivative Action have joined in the Stipulation and agreed to be
bound by the Judgment, and based thereon are dismissing the State Derivative
Action with prejudice.


EXCERPTS ON THIS PAGE:

10-K (2 sections)
May 30, 2008

RELATED TOPICS for ATVI:

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