The opinion of the court was delivered by: Hon. Avern Cohn
On March 31, 2009, the Court entered a Judgment and Final Order on plaintiffs John A. Bricker, Jr. and John H. Fringer's application for final approval of the proposed settlement set forth in the Stipulation of Settlement dated January 13, 2009 and the attached exhibits (collectively, the "Stipulation").
The Judgment and Final Order states in part:
7. The Court further orders that Voyager shall report to the Court in writing on the implementation of the terms of the settlement set forth in the Stipulation on or about April 1, 2010, April 1, 2011 and April 1, 2012.
On April 1, 2010, the Court received a letter from counsel for Voyager reporting on the status of implementation of the terms of the Stipulation, particularly with respect to instituting corporate governance reforms. Voyager informs the Court that as of December 8, 2009, it merged with another company and became a wholly-owned subsidiary of another company. Under Paragraph 2.1 of the Stipulation, all corporate governance reforms undertaken may be terminated by Voyager upon any acquisition by a third party in an arm's length transaction of substantially all the assets of Voyager or a majority of the voting stock of Voyager or any other change of control of Voyager, including via merger, reverse merger, or any other form of acquisition, business combination or transaction.
Following Paragraph 2.1, Voyager says that the corporate governance reforms were terminated as of December 8, 2009. As a result, Voyager asks that it relieved of its obligation to provide future annual status updates. This request is well-taken.
Accordingly, the Judgment and Final Order is hereby AMENDED to remove the reporting requirement under Paragraph 7.
AVERN COHN UNITED STATES DISTRICT JUDGE
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