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Stipulation of Settlement

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Exhibit 10.3 STATE OF RHODE ISLAND
KENT COUNTY SUPERIOR COURT x IN RE: GTECH HOLDINGS CORPORATION : KC 06-202 SHAREHOLDERS LITIGATION : x STIPULATION OF SETTLEMENT This Stipulation of Settlement dated as of June 2, 2006 (the " Stipulation" ) is made and entered into in the above-captioned action by and among: (1) Plaintiffs (on behalf of themselves and each of the Settlement Class Members), by and through their counsel of record in the actions; and (ii) the GTECH Defendants, by and through their respective counsel of record in the actions. The Stipulation is intended by the Parties to fully, finally and forever resolve, discharge and settle the Released Claims (as defined in b6 1.15 hereof), upon and subject to the terms and conditions hereof. A. THE ACTIONS WHEREAS, on January 10, 2006, Lottomatica S.p.A. (" Lottomatica" ); De Agostini S.p.A. (" De Agostini" ), Lottomatica' s majority shareholder; and GTECH Holdings Corporation (" GTECH" ) announced that Lottomatica and GTECH had entered into an agreement (the " Merger Agreement" ) pursuant to which Lottomatica will acquire GTECH for $35.00 in cash per outstanding GTECH share, subject to certain exceptions (the " Merger" ). WHEREAS, subsequently plaintiffs Ralph Sellite and Claire Partners (collectively " Plaintiffs" ), respectively commenced separate actions on behalf of GTECH public stockholders against GTECH and its directors (the " GTECH Defendants" )


(together with Plaintiffs, the " Parties" ) and, in Claire Partners' case, Lottomatica (collectively with the GTECH Defendants, the " Defendants" ) challenging the Merger and Merger Agreement which actions were subsequently consolidated by this Court into this action (collectively the " Action" ). WHEREAS, the Action challenges the Merger and Merger Agreement and alleges, inter alia , that Defendants breached their fiduciary duties, and/or aided and abetted other Defendants' breaches of their fiduciary duties by failing to obtain adequate consideration for GTECH' s shareholders. WHEREAS, on February 27, 2006, following a review of the preliminary proxy statement filed by GTECH on February 23, 2006, counsel for Plaintiff Ralph Sellite sent a letter to counsel for the GTECH Defendants requesting the disclosure of, inter alia , the following additional information to GTECH shareholders concerning the Merger and Merger Agreement: (i) The bases for Citigroup' s arrival at the discount rates utilized in its Discounted Cash Flow Analysis . (ii) The bases for Houlihan Lokey' s arrival at the discount rates utilized in its Discounted Cash Flow Analysis . (iii) Whether the GTECH Board of Directors (the " Board" ) interviewed any financial advisors other than Citigroup prior to retaining Citigroup, and whether and to what extent the Board considered Citigroup' s conflicts of interest in light of its recent services to Lottomatica S.p.A. (iv) The price Messrs. Turner and Patel deemed to be " acceptable" during discussions with the Board following Party A' s initial communication. (v) The " business risks associated with ongoing operations and industry trends" Messrs. Turner and Patel discussed with the Board following Party A' s initial communication.

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(vi) The value management had placed on GTECH as of August 2, 2005, when Messrs. Turner and Patel advised the Board " that a $35 per share price would be consistent with management' s valuation of GTECH," and how that valuation compared to Citigroup' s at the same time. (vii) The specifics of Citigroup' s " updated financial analysis of GTECH" as presented to the Board on August 8, 2005, and how that analysis changed from prior analyses. (viii) The " other considerations relating to pursuing the possibility of a sale of GTECH" discussed by the Board on August 8, 2005. (ix) The factors Citigroup used to determine which potential bidders " had a credible interest" in acquiring GTECH, who would then be contacted at the Board' s request to negotiate confidentiality agreements, and the number of parties Citigroup advised the Board not to negotiate with. (x) The explanations given, if any, as to why no recipient of the process letter distributed by Citigroup, other than Party A, submitted a proposal with respect to the acquisition of GTECH. (xi) The reason(s) why the Board directed Citigroup to advise Party A that an agreement could be reached at a per share price of $35 a mere six days after Party A was asked to increase its offer to $36 per share. (xii) The comments by the Consortium to the draft merger agreement that were not accepted by Cravath Swaine & Moore LLP (" Cravath" ). (xiii) The " outstanding issues" that were present as of October 24, 2005 between the Consortium and GTECH. (xiv) The " outstanding issues" that were present as of December 12, 2005 between the Consortium and GTECH. (xv) The " various conditions" proposed by Lottomatica on December 13, 2005. (xvi) The " outstanding issues" that were present between January 7, 2006 and January 9, 2006 between the Consortium and GTECH.

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(xvii) The specific negotiations that took place between GTECH and Lottomatica over the amount of the termination fee payable by GTECH in the merger agreement. WHEREAS, the Claire Partners' complaint also requests disclosure of, inter alia , the following information: (i) The basis for Mr. Turner and Mr. Patel' s view, at the board meetings in the first week of August 2005, that " $35 would be consistent with management' s valuation of GTECH." (ii) The long-term impact of the " significant acquisition of a gaming solutions company" that Mr. Turner and Mr. Patel discussed at the August 2, 2005 board meeting. (iii) The basis for the board' s determination at the August 8, 2005 and August 11, 2005 board meeting that " it was [not] necessarily in the best interest of GTECH' s stockholders to sell the company." (iv) The basis of the board' s decision to inform the Consortium that it would be willing to engage in negotiations for a sale of the Company at $36 per share. (v) Efforts by the board to get a price higher than $35 per share from Lottomatica. (vi) Effect of the updated business plan presented at the December 12, 2005 board meeting on (a) the efforts to sell the Company and (b) the proposed price per share of $35. (vii) The criteria used by Citigroup to identify the potential strategic parties and financial sponsors who might be interested in acquiring GTECH. (viii) With regard to Citigroup' s Discounted Cash Flow Analysis , (a) the methodology utilized by Citigroup to arrive at multiples ranging from 7.0x to 8.5x in order to calculate GTECH' s terminal value at the end of fiscal year 2011; (b) the methodology used by Citigroup to arrive at weighted average costs of capital ranging from 7% to 8% and (c) whether Citigroup received any other updates on estimates from management after November 21, 2005, including whether Citigroup received any information in connection with the updated business plan that management presented

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to the Company' s board of directors on December 12, 2005, and if yes, whether Citigroup conducted any additional analysis based on that information. (ix) The amount of fees that Citigroup has received from Lottomatica, including any of its subsidiaries or affiliates, for services rendered in the past two years. (x) The amount of fees that Citigroup anticipates receiving from Lottomatica, including any of its subsidiaries or affiliates, for its anticipated future. (xi) With regard to Houlihan Lokey' s Market Multiple Approach analysis (a) the criteria used by Houlihan Lokey to select the companies it analyzed for this analysis. and (b) whether Houlihan Lokey conducted any analysis based on the trading prices of GTECH' s common stock after September 12, 2005. (xii) With regard to Houlihan Lokey' s Discounted Cash Flow analysis, the methodology used by Houlihan Lokey to arrive at a discount rate of 8.5% to 9.5% and a range of terminal value multiples of 7.5x to 8.5x. (xiii) With regard to Houlihan Lokey' s Merger and Acquisition Transaction Approach analysis (i) the criteria used by Houlihan Lokey to select the transactions it analyzed for this analysis. (xiv) The amount of fees that Houlihan Lokey has received from Lottomatica, including any of its subsidiaries or affiliates, for services rendered in the past two years. (xv) The amount of fees that Houlihan Lokey anticipates receiving from Lottomatica, including any of its subsidiaries or affiliates, for its anticipated future. WHEREAS, the Parties engaged in lengthy discussions pertaining to the production of documents by the GTECH Defendants. WHEREAS, the Parties executed a temporary confidentiality letter, and later negotiated and agreed upon a formal confidentiality agreement governing document disclosure and production pursuant to which the GTECH Defendants agreed to produce

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documents pertaining to the Merger and the Merger Agreement (the " Confidentiality Agreement" ). WHEREAS, shortly thereafter, the GTECH Defendants produced approximately 12,205 pages of documents to Plaintiffs' Counsel. WHEREAS, following the receipt of the documents by counsel for Plaintiffs, the Parties engaged in negotiations pursuant to which the GTECH Defendants agreed to make supplemental disclosures to GTECH shareholders, as described in more detail in paragraph B(2.1) below. WHEREAS, on April 26, 2006, all Parties to the Claire Partners and Sellite actions (except Lottomatica which has not been served) jointly moved to consolidate the actions for all purposes. WHEREAS, on May 19, 2006 and May 23, 2006, Plaintiffs took the respective depositions of Stavros Tsibiridis, a Managing Director of Citigroup Global Markets Inc., and Robert M. Dewey Jr., GTECH' s Chairman of the Board, to confirm the fairness of the proposed Settlement to the class. Having taken those depositions and reviewed the documents that were produced, Plaintiffs have concluded that this settlement is fair, adequate and reasonable. WHEREAS, the Parties recognize the tremendous time and expense that would be incurred by further litigation in this matter and the uncertainties inherent in any such litigation. WHEREAS, the Parties have concluded that their interests would be best served by a settlement of the litigation herein.

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WHEREAS, the GTECH Defendants have denied, and continue to deny, that Defendants have committed any wrongdoing. B. TERMS OF THE STIPULATION AND AGREEMENT OF SETTLEMENT NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Plaintiffs (for themselves and the Settlement Class Members) and the GTECH Defendants, by and through their attorneys of record, that, subject to the approval of the Court, the Action and the Released Claims shall be finally and fully compromised, settled and released, and the Action shall be dismissed with prejudice, as to all Parties, upon and subject to the terms and conditions of the Stipulation as follows: 1. Definitions As used in the Stipulation the following terms have the meanings specified below: 1.1 " Action" means the actions entitled Ralph Sellite v. GTECH Holdings Corp., et. al. , K.C. No. 06-0029 and Claire Partners v. W. Bruce Turner et. al. , K.C. No. 06-202, which were consolidated on May 19, 2006. 1.2 " Defendants" means the GTECH Defendants (as defined below) and Lottomatica (as defined below). 1.3 " Effective Date" or " Effective Date of the Settlement" shall be the earliest business day after the occurrence of all of the events specified in b66. 1.4 " Final Order and Judgment" means the judgment approving the Stipulation to be rendered by the Court, substantially in the form of Exhibit C attached hereto. 1.5 " GTECH" means GTECH Holdings Corporation and any of its predecessors, successors, parents, subsidiaries, divisions or affiliates.

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1.6 " GTECH Defendants" means GTECH Holdings Corporation and the Individual Defendants (as defined below). 1.7 " Individual Defendants" means W. Bruce Turner, Robert M. Dewey, Jr., Paget L. Alves, Christine M. Cournoyer, Burnett W. Donoho, The RT. Hon. Sir Jeremy Hanley KCMG, Philip R. Lochner, Jr., James F. McCann, and Anthony Ruys. 1.8 " Lottomatica" means Lottomatica S.p.A. and any of its predecessors, successors, parents, subsidiaries, divisions or affiliates. 1.9 " Merger" or " Merger Agreement" means the agreement pursuant to which Lottomatica will acquire GTECH for $35.00 in cash per outstanding GTECH share, subject to certain exceptions. 1.10 " Notice" means the Notice of Pendency and Proposed Settlement of Class Action substantially in the form of Exhibit B as attached hereto or as modified pursuant to agreement of the Parties. 1.11 " Parties" means, collectively, each of the GTECH Defendants and Plaintiffs on behalf of themselves and the members of the Settlement Class. 1.12 " Person" means any individual, corporation, partnership, limited partnership, limited liability company or partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, or business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees. 1.13 " Plaintiffs" mean Ralph Sellite and Claire Partners. 1.14 " Plaintiffs' Counsel" means The Brualdi Law Firm, 29 Broadway, Suite 2400, New York, New York 10006; Lerach Coughlin Stoia Geller Rudman & Robbins,

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LLP 197 S. Federal Highway, Suite 200, Boca Raton, Florida 33432; Barry J. Kusinitz, 155 South Main Street, Suite 405, Providence, Rhode Island 02903; and Stephen E. Breggia, Breggia Bowen & Grande, 395 Smith Street, Providence, Rhode Island 02908. 1.15 " Released Claims" shall mean all claims and rights, whether known or unknown, against the Defendants and their corresponding Released Parties, belonging to Plaintiffs and any or all members of the putative class and their present or past heirs, executors, estates, administrators, predecessors, successors, assigns, parents, subsidiaries, associates, affiliates, employers, employees, agents, consultants, insurers, directors, managing directors, officers, partners, principals, members, attorneys, accountants, financial and other advisors, investment bankers, underwriters, lenders, and any other representatives of any of these persons and entities (including, without limitation, any claims, whether direct, derivative, representative or in any other capacity, arising under federal, state, local, statutory or common law or any other law, rule or regulation, including the law of any jurisdiction outside of the United States) that relate in any way to any violation of state, federal or any foreign country' s securities laws, any misstatement or omission, any breach of duty, any negligence or fraud (or any other alleged wrongdoing or misconduct) and relating in any way to the Merger; or any other claims relating to the Merger, the fiduciary and other duties owed by Defendants to shareholders of GTECH in connection therewith, Defendants' disclosure obligations under federal, state or any other law in connection with the Merger, and any other claim (other than claims for appraisal) related in any way to any of the foregoing. Shareholder claims for appraisal of their shares pursuant to Section 262 of the Delaware General Corporation Law, and claims to enforce the Settlement are excluded from this release.

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1.16 " Released Parties" means the GTECH Defendants, Lottomatica, De Agostini, and all of their present or past heirs, executors, estates, administrators, predecessors, successors, assigns, parents, subsidiaries, associates, affiliates, employees, agents, consultants, insurers, directors, managing directors, officers, partners, principals, members, attorneys, accountants, financial and other advisors, investment bankers, underwriters, lenders, and any other representatives of any of these persons or entities. 1.17 " Scheduling Order" means the proposed order substantially in the form of Exhibit A as attached hereto. 1.18 " Settled Claims" means the Released Claims against the Released Parties. 1.19 " Settlement" means the settlement contemplated by this Stipulation. 1.20 " Settlement Class" means all persons or entities who owned GTECH common stock on January 10, 2006, and all of their successors in interest and transferees, immediate and remote, through and including the closing of the Merger and Merger Agreement, but not Defendants and persons or entities related to or affiliated with Defendants. 1.21 " Settlement Class Member" or " Member of the Settlement Class" mean any person who falls within the definition of the Settlement Class as set forth in b6 1.20 herein. 1.22 " Settlement Hearing" means the final hearing to be held by the Court to determine whether the Settlement should be approved as fair, reasonable and adequate. 1.23 " Unknown Claims" means claims that Defendants, Plaintiffs, any or all members of the putative class, and any or all other persons and entities whose claims are being released, do not know or suspect to exist, which, if known by him, her or it,

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might affect his, her or its agreement to release the Released Parties, the Released Claims or Defendants' Claims, or might affect his, her or its decision to object or not to object to the Settlement. 2. The Settlement 2.1 As consideration for the settlement, the GTECH Defendants disclosed the following information (the " Supplemental Disclosures" ), which was sought in the February 27, 2006 letter by counsel for Plaintiff Sellite and/or in Plaintiff Claire Partners' complaint, in the definitive proxy statement which GTECH filed with the SEC and circulated to GTECH' s shareholders in connection with seeking shareholders' vote on the Merger Agreement on or about May 8, 2006 (the " Definitive Proxy Statement" ): (i) The basis for Mr. Turner and Mr. Patel' s view, at the board meetings in the first week of August 2005, that " $35 would be consistent with management' s valuation of GTECH." (ii) The long-term impact of the " significant acquisition of a gaming solutions company" that Mr. Turner and Mr. Patel discussed at the August 2, 2005 board meeting. (iii) The basis for the board' s determination at the August 8, 2005 and August 11, 2005 board meeting that " it was [not] necessarily in the best interest of GTECH' s stockholders to sell the company." (iv) The basis of the board' s decision to inform the Consortium that it would be willing to engage in negotiations for a sale of the Company at $36 per share. (v) Efforts by the board to get a price higher than $35 per share from Lottomatica. (vi) Effect of the updated business plan presented at the December 12, 2005 board meeting on (a) the efforts to sell the Company and (b) the proposed price per share of $35.

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(vii) The criteria used by Citigroup to identify the potential strategic parties and financial sponsors who might be interested in acquiring GTECH. (viii) With regard to Citigroup' s Discounted Cash Flow Analysis , (a) the methodology utilized by Citigroup to arrive at multiples ranging from 7.0x to 8.5x in order to calculate GTECH' s terminal value at the end of fiscal year 2011; (b) the methodology used by Citigroup to arrive at weighted average costs of capital ranging from 7% to 8% and (c) whether Citigroup received any other updates on estimates from management after November 21, 2005, including whether Citigroup received any information in connection with the updated business plan that management presented to the Company' s board of directors on December 12, 2005, and if yes, whether Citigroup conducted any additional analysis based on that information. (ix) The amount of fees that Citigroup has received from Lottomatica, including any of its subsidiaries or affiliates, for services rendered in the past two years. (x) The amount of fees that Citigroup anticipates receiving from Lottomatica, including any of its subsidiaries or affiliates, for its anticipated future. (xi) With regard to Houlihan Lokey' s Market Multiple Approach analysis (a) the criteria used by Houlihan Lokey to select the companies it analyzed for this analysis and (b) whether Houlihan Lokey conducted any analysis based on the trading prices of GTECH' s common stock after September 12, 2005. (xii) With regard to Houlihan Lokey' s Merger and Acquisition Transaction Approach analysis (i) the criteria used by Houlihan Lokey to select the transactions it analyzed for this analysis. (xiii) With regard to Houlihan Lokey' s Discounted Cash Flow Analysis , the bases for Houlihan Lokey' s arrival at the discount rate. (xiv) The amount of fees that Houlihan Lokey has received from Lottomatica, including any of its subsidiaries or affiliates, for services rendered in the past two years. (xv) The amount of fees that Houlihan Lokey anticipates receiving from Lottomatica, including any of its subsidiaries or affiliates, for its anticipated future.

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(xvi) Whether the GTECH Board of Directors (the " Board" ) interviewed any financial advisors other than Citigroup prior to retaining Citigroup, and whether and to what extent the Board considered Citigroup' s conflicts of interest in light of its recent services to Lottomatica S.p.A. (xvii) The price Messrs. Turner and Patel deemed to be " acceptable" during discussions with the Board following Party A' s initial communication. (xviii) The " business risks associated with ongoing operations and industry trends" Messrs. Turner and Patel discussed with the Board following Party A' s initial communication. (xix) The value management had placed on GTECH as of August 2, 2005, when Messrs. Turner and Patel advised the Board " that a $35 per share price would be consistent with management' s valuation of GTECH," and how that valuation compared to Citigroup' s at the same time. (xx) The specifics of Citigroup' s " updated financial analysis of GTECH" as presented to the Board on August 8, 2005, and how that analysis changed from prior analyses. (xxi) The " other considerations relating to pursuing the possibility of a sale of GTECH" discussed by the Board on August 8, 2005. (xxii) The factors Citigroup used to determine which potential bidders " had a credible interest" in acquiring GTECH, who would then be contacted at the Board' s request to negotiate confidentiality agreements, and the number of parties Citigroup advised the Board not to negotiate with. (xxiii) The explanations given, if any, as to why no recipient of the process letter distributed by Citigroup, other than Party A, submitted a proposal with respect to the acquisition of GTECH. (xiv) The reason(s) why the Board directed Citigroup to advise Party A that an agreement could be reached at a per share price of $35 a mere six days after Party A was asked to increase its offer to $36 per share. (xxv) The comments by the Consortium to the draft merger agreement that were not accepted by Cravath Swaine & Moore LLP (" Cravath" ).

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(xxvi) The " outstanding issues" that were present as of October 24, 2005 between the Consortium and GTECH. (xxvii) The " outstanding issues" that were present as of December 12, 2005 between the Consortium and GTECH. (xxviii) The " various conditions" proposed by Lottomatica on December 13, 2005. (xxix) The " outstanding issues" that were present between January 7, 2006 and January 9, 2006 between the Consortium and GTECH. (xxx) The specific negotiations that took place between GTECH and Lottomatica over the amount of the termination fee payable by GTECH in the merger agreement. 2.2 The GTECH Defendants specifically acknowledge that the pendency and prosecution of the Action, the efforts of the Plaintiffs and Plaintiffs' counsel, and the GTECH Defendants' desire to settle the Action, were the sole cause of the GTECH Defendants' agreement to make the additional disclosures detailed in paragraph 2.1. 3. Notice Order and Settlement Hearing 3.1 Within five (5) business days after execution of the Stipulation, the Parties shall submit the Stipulation together with its exhibits to the Court and shall apply for entry of the Scheduling Order requesting, inter alia , certification of the Settlement Class pursuant to Rhode Island Superior Court Rules of Civil Procedure 23(a)(1)-(4) and 23(b)(1) and (2), preliminary approval of the Settlement set forth in the Stipulation, and approval for the mailing of the Notice (as defined in b61.10) which shall include the general terms of the Settlement set forth in the Stipulation and the date of the Settlement Hearing as defined in b6 1.22 above.

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3.2 The GTECH Defendants shall assume administrative responsibility for and pay the costs of giving whatever notice to the Settlement Class the Court requires. Counsel for the Parties shall cooperate to provide Notice to the Settlement Class in accordance with the Notice Order. Prior to the Settlement Hearing, the GTECH Defendants' counsel shall file with the Court an appropriate affidavit or declaration with respect to preparing and mailing of the Notice to the Settlement Class. 3.3 The Parties shall request that after Notice is given, the Court hold a Settlement Hearing and approve the settlement of the Action as set forth herein as soon as convenient for the Court. 4. Releases 4.1. Upon the Effective Date, Plaintiffs and each of the Members of the Settlement Class shall be deemed to have, and by operation of the Final Order and Judgment shall have fully, finally, and forever released, relinquished and discharged all Released Claims (including the Unknown Claims) against the Released Parties. 4.2. Also, upon the Effective Date, Defendants and the Released Parties shall release Plaintiffs and their counsel from any and all claims, including unknown claims, against them arising out of or pertaining to the bringing and prosecution of the Action (" Defendants' Claims" ). 4.3 Upon the Effective Date, Defendants, Plaintiffs, all Members of the Settlement Class, and all other persons and entities whose claims are being released, shall be deemed to have, and shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights and benefits of a7 1542 of the California Civil Code, which provides as follows:

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A 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 DEBTOR 4.4. Upon the Effective Date of the Settlement, Defendants, Plaintiffs, all members of the putative class, and all other persons and entities whose claims are being released, also shall be deemed to have, and shall have, waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, or the law of any jurisdiction outside of the United States, which is similar, comparable or equivalent to a7 1542 of the California Civil Code. Plaintiffs, on behalf of the putative class, acknowledge that members of the putative class may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this release, but that it is their intention, on behalf of the putative class, fully, finally and forever to settle and release the Released Claims, including Unknown Claims, as that term is defined herein. 5. Plaintiffs' Counsel' s Attorneys' Fees and Expenses The GTECH Defendants acknowledge that Plaintiffs' Counsel have a claim for attorneys' fees and reimbursement of expenses in this action based upon the benefits which the settlement has and will provide to GTECH' s public stockholders, and that, rather than continuing to litigate this issue, the Parties (after negotiating the other elements of the settlement) agreed that, subject to Court approval of the settlement, GTECH will cause to be paid to Plaintiffs' Counsel the sum of $700,000.00 in settlement of this claim for attorneys' fees and expenses. The payment of this amount in settlement

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of this claim for attorneys' fees and expenses will be made by GTECH within five (5) days after the date on which an order and final judgment approving the Settlement is entered by the trial Court, subject to Plaintiffs' Counsel' s joint and several obligations to make refunds or repayment to the Company or its successor in interest if, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or costs award is reduced or reversed. Notwithstanding the preceding sentence, the payments shall not be required to be made unless and until one business day following: (i) the Merger being approved by GTECH shareholders; and (ii) the closing of the Merger occurs. The fee and expense award will not be paid out of amounts that would otherwise have been paid to GTECH' s public stockholders. At the time the fees and expenses are paid they shall be paid by check made payable to The Brualdi Law Firm as receiving agent for Plaintiffs' Counsel. The GTECH Defendants will not appeal from any order with respect to the award of attorneys' fees
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