Free Judgment - District Court of Colorado - Colorado

Case 1:04-cv-01006-RPM

Document 264

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Senior District Judge Richard P. Matsch Civil Action No. 04-cv-01006-RPM SPECIAL SITUATIONS FUND III, L.P.; SPECIAL SITUATIONS CAYMAN FUND, L.P.; SPECIAL SITUATIONS TECHNOLOGY FUND NEW, L.P., and SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P., on behalf of themselves and others similarly situated, Plaintiffs, v.

QUOVADX, INC., LORINE R. SWEENEY, GARY T. SCHERPING, JEFFREY M. KRAUSS, FRED L. BROWN, J. ANDREW COWHERD, JAMES B. HOOVER, CHARLES J. ROESSLEIN, and JAMES A. GILBERT, Defendants.

ORDER GRANTING FINAL APPROVAL TO CLASS ACTION SETTLEMENT AND ENTRY OF FINAL JUDGMENT

This matter came before the Court for hearing pursuant to an Order of this Court, dated February 8, 2007, on the joint motion of the Settling Parties for approval of the proposed Settlement set forth in the Stipulation of Settlement dated as of January 26, 2007 (the "Stipulation"). Due and adequate notice having been given of the settlement as required in said Order and Federal Rule of

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Civil Procedure 23(e), and the Court having considered all papers filed and proceedings held herein and otherwise being fully informed and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that: 1. This Order Granting Final Approval to Class Action Settlement and Judgment

("Judgment") incorporates by reference the definitions in the Stipulation, and all terms used herein shall have the same meanings set forth in the Stipulation. 2. This Court has jurisdiction over the subject matter of the Action and over all parties

to the Action, including all Members of the Class. 3. Except as to any individual claim of those Persons who have validly and timely

requested exclusion from the Class, the Action and all claims contained therein, including all of the Released Claims, are dismissed with prejudice as to Lead Plaintiffs and the Members of the Class, and as against Defendant Quovadx, Inc. ("Quovadx") and each and all of the Releasees. The parties are to bear their own costs, except as otherwise provided in the Stipulation. 4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby

approves the Settlement set forth in the Stipulation and finds that said Settlement is, in all respects, fair, reasonable, and adequate to, and is in the best interests of, Lead Plaintiffs, the Class, and each of the Class Members. This Court further finds the Settlement set forth in the Stipulation is the result of arm's-length negotiations between experienced counsel representing the interests of Lead Plaintiffs, the Class Members, and Quovadx. Accordingly, the Settlement embodied in the Stipulation is hereby approved in all respects and shall be consummated in accordance with its terms and provisions. The Settling Parties are hereby directed to perform the terms of the Stipulation.

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5.

Upon the Effective Date, Lead Plaintiffs and each of the Class Members shall be

deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Claims against the Releasees, whether or not any such Class Member executes and delivers a Claim Form and Release. 6. All Class Members are hereby forever barred and enjoined from prosecuting the

Released Claims against any of the Releasees. 7. Upon the Effective Date of the Settlement, each of the Releasees shall be deemed to

have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and discharged each and all of the Class Members, Lead Plaintiffs, and Lead Counsel from all claims (including Unknown Claims), arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement, or resolution of the Action or the Released Claims. 8. The distribution of the Notice of Proposed Settlement of Class Action and the

publication of the Summary Notice, as provided for in the Order Granting Preliminary Approval to Class Action Settlement ("Preliminary Approval Order"), constituted the best notice practicable under the circumstances, including individual notice to all Members of the Class who could be identified through reasonable effort. Said notice provided the best notice practicable under the circumstances of those proceedings and of the matters set forth therein, including the proposed Settlement set forth in the Stipulation, to all Persons entitled to such notice, and said notice fully satisfied the requirements of Federal Rule of Civil Procedure 23(e), the requirements of due process, and any other applicable law.

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9.

Any order entered regarding Lead Counsel's Application for an award of attorneys'

fees and reimbursement of expenses, shall in no way disturb or affect the validity or finality of this Judgment, and shall be considered separately from this Judgment. 10. Neither the Stipulation nor the Settlement contained therein, nor any act performed

or document executed pursuant to or in furtherance of the Stipulation or the Settlement (a) is, may be deemed to be, or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of Quovadx or the Releasees; or (b) is, may be deemed to be, or may be used as an admission of, or evidence of, any fault or omission of Quovadx or any of the Releasees in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. Quovadx and the Releasees may file the Stipulation or the Judgment in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, any other theory of claim preclusion or issue preclusion, or similar defense or counterclaim. 11. Without affecting the finality of this Judgment in any way, this Court hereby retains

continuing jurisdiction over (a) the implementation of this Settlement and any award or distribution of the Settlement Fund and Net Settlement Fund, including interest earned thereon; (b) disposition of the Settlement Fund and Net Settlement Fund; (c) hearing and determining any Application for attorneys' fees and expenses in the Action; and (d) all parties hereto for the purpose of construing, enforcing, and administering the Stipulation. 12. The Court finds that during the course of the Action, the Settling Parties and their

respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure 11.

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13.

In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation or the Effective Date does not occur, or in the event that the Settlement Fund, or any portion thereof, is returned to Quovadx, then this Judgment shall be rendered null and void to the extent provided by, and in accordance with, the Stipulation and shall be vacated. In such event, all orders entered and releases delivered in connection herewith shall be null and void to the extent provided by, and in accordance with, the Stipulation. IT IS SO ORDERED. Dated: May 4, 2007 BY THE COURT:

s/Richard P. Matsch Richard P. Matsch, Senior District Judge

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