proceedings and all discovery are stayed pending further order of the - PDF document

proceedings and all discovery are stayed pending further order of the Court.further applications arising out of or connected with the proposed settlement. The Court mayapprove the Settlement, with such modifications as may be agreed to by the settling Parties, ifUNITED STATES DISTRICT COURT JUDGE[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE 7 Court.by counsel for the plaintiffs for attorneys' fees or reimbursement of expenses or by Lead Plaintifffor reimbursement of their expenses shall be filed and served seven (7) calendar days prior to theresponsibility for the Plan of Allocation or any application for attorneys' fees or reimbursementof expenses submitted by Lead Plaintiff's Counsel or the Lead Plaintiff, and such matters will beMembers, as well as administering the Settlement Fund, shall be paid as set forth in theStipulation. In the event the Settlement is not approved by the Court, or otherwise fails tobecome effective, neither the Lead Plaintiff nor any of its counsel shall have any obligation torepay any amounts incurred or properly disbursed pursuant to ¶7.6 of the Stipulation.negotiations or proceedings connected with it, shall be construed as: (1) an admission orconcession by Defendants of the truth of any of the allegations in the Litigation, or of anyliability, fault, or wrongdoing of any kind; or (2) an admission or concession by Lead Plaintiffand/or the Settlement Class of any infirmity in the claims asserted in the Litigation.Plaintiff, all Settlement Class Members, and each of them, and anyone who acts or purports toact on their behalf, shall not institute, commence or prosecute any action which asserts Released[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE 6 cause, if he, she or it has any, why the proposed settlement of the Litigation should or should notbe approved as fair, reasonable and adequate, why a judgment should or should not be enteredthereon, why the Plan of Allocation should or should not be approved, or why attorneys' fees andexpenses should or should not be awarded to counsel for the plaintiffs, provided, however, thatno Settlement Class Member or any other Person shall be heard or entitled to contest suchmatters, unless that Settlement Class Member has delivered by hand or sent by first-class mailwritten objections and copies of any papers and briefs such that they are postmarked twenty-one(21) calendar days prior to the Settlement Hearing, on (a) Glancy Binkow & Goldberg, Attn:Peter Binkow, 1801 Avenue of the Stars, Suite 311, Los Angeles, CA 90067; (b) Law Offices of64731; and (c) Troutman Sanders LLP, Attn: Aurora Cassirer, The Chrysler Building, 405does not make his, her or its objection in the manner provided shall be deemed to have waivedsuch objection and shall forever be foreclosed from making any objection to the fairness oradequacy of the proposed settlement as set forth in the Stipulation, to the Plan of Allocation, orto the award of attorneys' fees and expenses to counsel for the plaintiffs, unless otherwiseaccordance with the terms and obligations of the Stipulation is approved. No Person that is not amember of the Settlement Class, Lead Plaintiff or Lead Plaintiff's Counsel shall have any rightto any portion of, or in the distribution of, the Settlement Fund unless otherwise ordered by thecustodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until suchtime as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE 5 submit Proof of Claim forms in accordance with the instructions contained therein. Unless theCourt orders otherwise, all Proof of Claim forms must be postmarked no later than one-hundredfifty (150) calendar days after the date of this order. Any Settlement Class Member who doesnot submit a Proof of Claim within the time provided for, shall be barred from sharing in thedistribution of the proceeds of the Settlement Fund, unless otherwise ordered by the Court.Notwithstanding the foregoing, Lead Plaintiff's Counsel shall have the discretion to accept late-submitted claims for processing by the Claims Administrator so long as the distribution of thetheir own expense, individually or through counsel of their own choice, in which case suchcounsel must file with the Clerk of the Court and deliver to Lead Plaintiff's Counsel andDefendants' Counsel a notice of such appearance. If they do not enter an appearance, they willbe represented by Lead Plaintiff's Counsel,and sales of TTI common stock made during the Class Period, including the dates of purchase orsale, the number of shares purchased and/or sold, and the price paid or received per share foreach such purchase or sale; (c) provide proper evidence of the Person's purchases and sales ofTTI common stock during the Class Period; and (d) state that the Person wishes to be excludedfrom the Settlement Class. All Persons who submit valid and timely Requests for Exclusion inthe manner set forth in this paragraph shall have no rights under the Stipulation, shall not share inthe distribution of the Net Settlement Fund, and shall not be bound by the Stipulation or the FinalJudgment and Order of Dismissal with Prejudice entered in the Litigation.[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE 4 the date of this Order (the "Notice Date"), Lead Plaintiff's Counsel shall cause a copy of theNotice and the Proof of Claim, substantially in the forms annexed as Exhibits A-1 and A-2hereto, to be mailed by first-class mail to all Settlement Class Members who can be identifiedPlaintiff's Counsel shall cause the Summary Notice to be published once in Investors Businessandbeneficial ownership of Settlement Class Members during the Class Period shall send the Noticecalendar days after receipt thereof, or send a list of the names and addresses of such beneficialevent the Claims Administrator shall promptly mail the Notice and Proof of Claim to suchproviding notice to beneficial owners who are Settlement Class Members out of the SettlementFund, which expenses would not have been incurred except for the sending of such Notice,for exclusion in accordance with 110 below, shall be bound by all determinations and judgmentsfrom the Settlement Class, and who wish to participate in the Settlement, shall complete and[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE 3 1.whether the proposed settlement of the Litigation on the terms and conditions provided for in theStipulation is fair, just, reasonable and adequate to the Settlement Class and should be approvedby the Court; (b) whether a Final Judgment and Order of Dismissal with Prejudice as provided inthe Stipulation should be entered herein; (c) whether the proposed Plan of Allocation should beapproved; and (d) the amount of fees and expenses that should be awarded to Lead Plaintiff'sCounsel to be paid out of the Settlement Fund defined in the Stipulation at ¶1.26 (the "SettlementSettlement of Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof ofClaim"), and the Summary Notice of Pendency and Proposed Settlement of Class Action andSettlement Thereon for publication (the "Summary Notice") annexed as Exhibits A-1, A-2 andA-3 hereto, and finds that the mailing and distribution of the Notice and publishing of thepracticable under the circumstances and shall constitute due and sufficient notice to all Personsappointed to supervise and administer the notice procedure, as well as the processing of claims asPersons who are Members of the Settlement Class, and not later than seventeen (17) days after[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE 2 UNITED STATES DISTRICT COURTDISTRICT OF NEW JERSEYIN RE TTI SECURITIES LITIGATION[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT ANDPROVIDING NOTICEWHEREAS, a proposed class action is pending before the Court entitled In re TTISecurities Litigation, Civil Action No. 04-CV-4305 (PGS) (the "Litigation"); andWHEREAS, the Court has received the Stipulation of Settlement dated as of April 7,2008 (the "Stipulation"), that has been entered into by the Lead Plaintiff and the Defendants, andthe Court has reviewed the Stipulation and its attached Exhibits; andWHEREAS, the parties having made application, pursuant to Federal Rule of CivilProcedure 23(e), for an order preliminarily approving the settlement of this Litigation, inaccordance with the Stipulation which, together with the Exhibits annexed thereto, sets forth theterms and conditions for the proposed settlement of the Litigation and for dismissal of theLitigation with prejudice upon the terms and conditions set forth therein; andWHEREAS, the Court having read and considered the Stipulation and the Exhibits[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE 1