Common use of Stipulation of Settlement Clause in Contracts

Stipulation of Settlement. The parties to the Action will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval of the Settlement and the dismissal of the Action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, that: (a) Plaintiff will petition the Court for certification of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) of all record and beneficial owners of SMG Preferred Stock from and including March 9, 1999 through and including the consummation of the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, immediate and remote (the "Class"); (b) Plaintiff will petition the Court for entry of a judgment dismissing the Action "with prejudice"; (c) Plaintiff will petition the Court for a complete and final compromise, settlement, discharge and release of all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member of the Class (the "Releasing Parties"), whether individual, class, derivative, representative, legal, equitable or any other type or in any other capacity, against Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns (collectively, the "Released Persons"), which have arisen, could have arisen, or will arise out of, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise related, directly or indirectly, to the complaint filed in the Action, the Transaction, the Alternative Transaction, public filings or statements by Defendants or their representatives in connection with the Transaction or the Alternative Transaction, or any other actions of the Defendants relating in any way to the Transaction or the Alternative Transaction (collectively, the "Settled Claims"); provided, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) that Defendants have denied and continue to deny that they have committed or attempted to commit any violations of law or breaches of duty of any kind; that Defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG and all of its shareholders; and (e) that any of the Defendants shall have the right to withdraw from the proposed Settlement in the event that (i) any claims related to the Transaction, the Alternative Transaction, or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss or stay such action in contemplation of dismissal or (ii) any of the additional conditions set forth in paragraph 4 below shall not have been satisfied. The parties agree to use their best efforts to obtain the dismissal or stay in contemplation of dismissal of any action covered by clause (i) in the foregoing sentence on the terms set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The parties to the Action will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, that: (a) Plaintiff will petition the Court for certification of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) ASA shareholders and (b)(2) of all record their successors in interest and beneficial owners of SMG Preferred Stock transferees, immediate and remote, from and including March 9February 15, 1999 through and including the consummation of Effective Time (as defined in the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, immediate and remote Merger Agreement) (the "Class"); (b) Plaintiff will petition the Court ; for entry of a judgment dismissing the Action Actions "with prejudice"; (c) Plaintiff will petition the Court " and without costs to any party except as expressly provided herein; for a complete release and final compromise, settlement, discharge and release settlement of all claims, demandswhether asserted directly, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind derivatively or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member of the Class (the "Releasing Parties"), whether individual, class, derivative, representative, legal, equitable or any other type or in any other capacityotherwise, against Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns (collectively, the "Released Persons"), which have arisenbeen, or could have arisenbeen, asserted, whether known or will arise out ofunknown and whether arising under federal, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions state or any other matterlaw (including, set forth or otherwise relatedwithout limitation, directly or indirectlythe federal securities laws), relating to the complaint filed in the Action, the Transaction, the Alternative actions of ASA, the ASA Board (including each member of the ASA Board), Delta or Delta Sub, Inc. relating to the Transaction, public filings the related disclosure materials, the events described in such disclosure materials, disclosures, facts and allegations that are or statements by Defendants could (insofar as such transactions, disclosures, facts and allegations relate to, or their representatives occurred in connection with with, the Transaction or the Alternative Transaction, or any other actions subject matter of the Defendants relating in any way to Action) be the Transaction or the Alternative Transaction (collectively, the "Settled Claims"); provided, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 subject of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) Action; that Defendants have denied and continue to deny that they have committed or attempted to commit any violations of law or breaches of duty of any kind; that Defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG ASA and all of its shareholders; and (e) and that any of the Defendants shall have the right to withdraw from the proposed Settlement in the event that (ix) any claims related to the Transaction, the Alternative Transaction, Transaction or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons person in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss not dismissed or stay such action stayed in contemplation of dismissal or (iiy) any of the additional conditions set forth in paragraph 4 below shall not have been satisfied. The parties agree to use their best efforts to obtain the dismissal or stay in contemplation of dismissal of any action covered by clause (i) in the foregoing sentence on the terms set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.been

Stipulation of Settlement. The parties to the Action Actions will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Action Actions upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, that: (a) Plaintiff will petition the Court for certification of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) of all record holders of Class A common stock of Swisher and beneficial owners of SMG Preferred Stock their successors in interest and transferees, immediaxx xxx remote, from and including March December 9, 1999 1998 through and including the consummation of the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, immediate and remote Effective Time (the "Class"); (b) Plaintiff will petition the Court ; for entry of a judgment dismissing the Action "Actions with prejudice"; (c) Plaintiff will petition the Court ; for a complete release and final compromise, settlement, discharge and release settlement of all claims, demandswhether asserted directly, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind derivatively or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member of the Class (the "Releasing Parties"), whether individual, class, derivative, representative, legal, equitable or any other type or in any other capacityotherwise, against Defendants defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns (collectively, the "Released Persons"), which have arisenbeen, or could have arisenbeen, or will arise out of, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise related, directly or indirectly, asserted relating to the complaint filed in the Action, the Transaction, the Alternative actions of Swisher, the Swisher Board (including each member herein). Hay Island or SIGI relating to the Transaction, public filings the related disclosure materials, disclosures, facts and allegations that are or statements by Defendants could (insofar as such transactions, disclosures, facts and allegations relate to, or their representatives occurred in connection with with, the Transaction subject matter of the Actions) be the subject of the Actions or the Alternative Transaction, or of an action in any other actions of the Defendants relating in any way to the Transaction or the Alternative Transaction (collectively, the "Settled Claims")forum; provided, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) that Defendants defendants have denied and continue to deny that they have committed or attempted to commit any violations of law or breaches of duty of any kind; that Defendants defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG Swisher and all of its shareholders; and (e) and that any of the Defendants shall have defendants xxxxx xave the right to withdraw from the proposed Settlement in the event that (ix) any claims related to the Transaction, the Alternative Transaction, Transactions or the subject matter of the Action Actions (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons person in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss not dismissed or stay such action stayed in contemplation of dismissal or (iiy) any of the additional conditions set forth in paragraph 4 5 below shall not have been satisfied. The parties agree to use their best good faith efforts to obtain the dismissal or stay in contemplation of dismissal of any action covered by clause (ix) in the foregoing sentence on the terms set forth herein and further agree that the Defendants defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The parties to the Action will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, that: (a) that Plaintiff will petition the Court for certification of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) of all record XxXxxxx shareholders and beneficial owners of SMG Preferred Stock their successors in interest and transferees, immediate and remote, from and including March 9July 16, 1999 1998 through and including the consummation of Effective Time (as defined in the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, immediate and remote Merger Agreement) (the "Class"); (b) Plaintiff will petition the Court ; for entry of a judgment dismissing the Action "with prejudice"; (c) Plaintiff will petition the Court ; for a complete release and final compromise, settlement, discharge and release settlement of all claims, demandswhether asserted directly, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind derivatively or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member of the Class (the "Releasing Parties"), whether individual, class, derivative, representative, legal, equitable or any other type or in any other capacityotherwise, against Defendants defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessorswhich have been, successors and assigns (collectivelyor could have been, asserted relating to the Transaction or Merger Agreement, the "Released Persons"actions of XxXxxxx, the XxXxxxx Board (including each member of the XxXxxxx Board), which have arisen, could have arisen, DLJ or will arise out of, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise related, directly or indirectly, XxXxxxx Acquisition relating to the complaint filed in the Action, the Transaction, the Alternative Transactionrelated disclosure materials, public filings disclosures, facts and allegations that are or statements by Defendants could (insofar as such transactions, disclosures, facts and allegations relate to, or their representatives occurred in connection with with, the Transaction or the Alternative Transaction, or any other actions subject matter of the Defendants relating in any way to Action) be the Transaction or the Alternative Transaction (collectively, the "Settled Claims"); provided, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 subject of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) Action; that Defendants defendants have denied and continue to deny that they have committed or attempted to commit any violations of law or breaches of duty of any kind; that Defendants defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG XxXxxxx and all of its shareholders; and (e) and that any of the Defendants defendants shall have the right to withdraw from the proposed Settlement in the event that (ix) any claims related to the Transaction, the Alternative Transaction, Transaction or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons person in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss not dismissed or stay such action stayed in contemplation of dismissal or (iiy) any of the additional conditions set forth in paragraph 4 below shall not have been satisfied. The parties agree to use their best good faith efforts to obtain the dismissal or stay in contemplation of dismissal of any action covered by clause (ix) in the foregoing sentence on the terms set forth herein and further agree that the Defendants defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The parties to the Action Actions will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all the Action pending actions upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, that: (a) Plaintiff will petition the Court provide for certification of a non-opt out settlement class, and the Settlement Agreement shall make clear that the right of any Comair shareholder to dissenters' statutory rights of appraisal shall be preserved. The Stipulation will also expressly provide for the settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) of include all record and beneficial owners of SMG Preferred Stock Comair shareholders from and including March 9May 19, 1999 through and including the consummation of Effective Time as defined in the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, immediate and remote Merger Agreement (the "Class"); (b) Plaintiff will petition the Court and their successors in interest and transferees; for entry of a judgment dismissing the Action Actions "with prejudice"; (c) Plaintiff will petition the Court " and without attorneys fees or costs to any party except as expressly provided herein; for a complete release and final compromise, settlement, discharge and release settlement of all claims, demands, rights, actions, causes claims of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoevershareholders, whether known asserted directly, derivatively or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member of the Class (the "Releasing Parties"), whether individual, class, derivative, representative, legal, equitable or any other type or in any other capacityotherwise, against Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns (collectively, the "Released Persons"), which have arisenbeen, or could have arisenbeen, asserted, whether known or will arise out ofunknown and whether arising under federal, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions state or any other matterlaw (including, set forth or otherwise relatedwithout limitation, directly or indirectlythe federal securities laws), relating to the complaint filed in Transaction, and the Actionactions of the Comair Board (including each member of the Comair Board), Delta, or Kentucky Sub, Inc. relating to the Transaction, the Alternative Transactionrelated disclosure materials, public filings the events described in such disclosure materials, disclosures, facts and allegations that are or statements by Defendants could (insofar as such transactions, disclosures, facts and allegations relate to, or their representatives occurred in connection with with, the Transaction or the Alternative Transaction, or any other actions subject matter of the Defendants relating in any way to Actions) be the Transaction or the Alternative Transaction (collectively, the "Settled Claims"); provided, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 subject of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) Actions; that Defendants defendants have denied and continue to deny that they have committed or attempted to commit any violations of law or breaches of duty of any kindfiduciary duty; that Defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk inherent risk, and expense of further litigation, and is in the best interests of SMG Comair and all of its shareholders; and (e) and that any of the Defendants shall have the right to withdraw from the proposed Settlement in the event that (ix) any claims related to the Transaction, the Alternative Transaction, Transaction or the subject matter of the Action (whether direct, derivative or otherwise) are pending or are commenced by any member of the Class against any Released Persons person in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss Settlement that have not been dismissed or stay such action stayed in contemplation of dismissal or (iiy) any of the additional conditions set forth in paragraph 4 IV below shall not have been satisfied. The parties agree to use their best good faith efforts to obtain the dismissal or stay in contemplation of dismissal of any action covered by clause (ix) in the foregoing sentence on the terms set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The parties to the Action will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, that: (a) Plaintiff will petition the Court for certification of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) ASA shareholders and (b)(2) of all record their successors in interest and beneficial owners of SMG Preferred Stock transferees, immediate and remote, from and including March 9February 15, 1999 through and including the consummation of Effective Time (as defined in the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, immediate and remote Merger Agreement) (the "Class"); (b) Plaintiff will petition the Court ; for entry of a judgment dismissing the Action Actions "with prejudice"; (c) Plaintiff will petition the Court " and without costs to any party except as expressly provided herein; for a complete release and final compromise, settlement, discharge and release settlement of all claims, demandswhether asserted directly, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind derivatively or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member of the Class (the "Releasing Parties"), whether individual, class, derivative, representative, legal, equitable or any other type or in any other capacityotherwise, against Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns (collectively, the "Released Persons"), which have arisenbeen, or could have arisenbeen, asserted, whether known or will arise out ofunknown and whether arising under federal, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions state or any other matterlaw (including, set forth or otherwise relatedwithout limitation, directly or indirectlythe federal securities laws), relating to the complaint filed in the Action, the Transaction, the Alternative actions of ASA, the ASA Board (including each member of the ASA Board), Delta or Delta Sub, Inc. relating to the Transaction, public filings the related disclosure materials, the events described in such disclosure materials, disclosures, facts and allegations that are or statements by Defendants could (insofar as such transactions, disclosures, facts and allegations relate to, or their representatives occurred in connection with with, the Transaction or the Alternative Transaction, or any other actions subject matter of the Defendants relating in any way to Action) be the Transaction or the Alternative Transaction (collectively, the "Settled Claims"); provided, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 subject of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) Action; that Defendants have denied and continue to deny that they have committed or attempted to commit any violations of law or breaches of duty of any kind; that Defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG ASA and all of its shareholders; and (e) and that any of the Defendants shall have the right to withdraw from the proposed Settlement in the event that (ix) any claims related to the Transaction, the Alternative Transaction, Transaction or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons person in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss not dismissed or stay such action stayed in contemplation of dismissal or (iiy) any of the additional conditions set forth in paragraph 4 below shall not have been satisfied. The parties agree to use their best good faith efforts to obtain the dismissal or stay in contemplation of dismissal of any action covered by clause (ix) in the foregoing sentence on the terms set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The parties to the Action Parties will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the "“Stipulation"”) pursuant to Maryland Rule 2-231(b)(1) and/or (2) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Action Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, upon the terms set forth in this Memorandum of Understanding Amended MOU (collectively, the "“Settlement Documents"”). The Stipulation will expressly provide, inter alia, that: (ai) Plaintiff will petition the Court for certification certification, for settlement purposes, of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) Class of all record holders of Common Shares and beneficial owners of SMG Preferred Stock from Exchangeable Preference Shares and including March 9, 1999 through and including the consummation of the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or interest and transferees, immediate intermediate and remote (the "“Settlement Class"); ”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action; (bii) Plaintiff will petition the Court for entry of a judgment dismissing the Rice Consolidated Class Action "and the Sxxxxxxx Class Action with prejudice"; prejudice and without costs to any party except as expressly provided herein; (ciii) Plaintiff will petition the Court for a complete and final compromise, settlement, discharge and release of all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member claims (excluding claims for enforcement of the Class (the "Releasing Parties"Settlement), whether individualasserted directly or indirectly, class, derivative, representative, legal, equitable derivatively or any other type or in any other capacityotherwise, against Defendants any of the Defendants, Lafarge Canada, or Efalar Canada, or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, past or present or future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisorsadvisers, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns administrators of any of the foregoing (collectively, the "Released Persons"“Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have arisenbeen, or could have arisenbeen, or will arise out of, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise relatedasserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any member of the Settlement Class relating to the complaint filed in the ActionSettlement, the TransactionTender Offer, the Alternative TransactionRevised Tender Offer, public filings or statements by Defendants or their representatives in connection with the Transaction or the Alternative Transaction, or any other actions related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each of the Defendants relating in any way to the Transaction or the Alternative Transaction (collectivelyDefendants, the "Settled Claims"); providedLafarge Canada, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) that Defendants have and Efalar Canada has denied and continue continues to deny that they have having committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants Defendants, Lafarge Canada and Efalar Canada are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG LSA, LNA and all of its shareholdersthe Class; and and (evi) that any of the Defendants Defendants, Lafarge Canada and Efalar Canada shall have the right to withdraw from the proposed Settlement in the event that (i) any claims related to the Transaction, the Alternative Transaction, or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss or stay such action in contemplation of dismissal or (ii) any of the additional conditions Other Conditions set forth in paragraph 4 below shall not have been satisfied. The parties agree to use their best efforts to obtain , except for the dismissal or stay in contemplation of dismissal of any action covered by clause (i) in the foregoing sentence on the terms Other Condition set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an actionParagraph 4(v) below.

Stipulation of Settlement. The parties to the Action will attempt negotiate in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Action Gehrer action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The parties will use their best efforts to agree upon and execute the Settlement Documents within 60 days of the execution of this Memorandum of Understanding. The Stipulation will expressly provide, inter alia, that: (ai) Plaintiff will petition the Court for certification by the Superior Court of the State of California for the County of San Diego (the "Court") of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) ALARIS stockholders and (b)(2) of all record their successors in interest and beneficial owners of SMG Preferred Stock transferees, immediate and remote, from and including March 9May 18, 1999 2004, through and including the date of the consummation of the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, immediate and remote Merger (other than defendants) (the "Class"); ; (bii) Plaintiff will petition for dismissal of the Court for entry of a judgment dismissing the Action "Gehrer action with prejudice"; (c) Plaintiff will petition the Court for prejudice and a complete release and final compromise, settlement, discharge and release settlement by the Class of all claims, demands, rights, actions, causes claims (excluding properly perfected rights of action, liabilities, damages, losses, obligations, judgments, suits, matters appraisal to the extent available under Delaware law and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member claims for enforcement of the Class (the "Releasing Parties"Settlement), whether individualasserted directly, class, derivative, representative, legal, equitable derivatively or any other type or in any other capacityotherwise, against ALARIS, any of the Individual Defendants (whether in their personal or representative capacities), Cardinal Health, Picower, or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, past or present or future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisors, dealer managers, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns administrators (collectively, the "Released PersonsReleasees"), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have arisenbeen, or could have arisenbeen, or will arise out of, or which are related asserted in any manner tocourt or forum against any of the Releasees and relating to the Offer, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise related, directly or indirectly, to the complaint filed in the ActionMerger, the TransactionMerger Agreement, the Alternative TransactionSupport Agreement, public filings or statements by Defendants or their representatives in connection with the Transaction or the Alternative Transaction, or related disclosure materials and any other actions of the Defendants relating in any way to the Transaction or the Alternative Transaction related matters (collectively, the "Settled Claims"); provided, however, (iii) that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 upon Final Court Approval of the Delaware General Corporation LawSettlement, or (ii) the right of any members of the ClassClass shall be deemed to have waived the provisions, Releasing Parties rights and benefits of California Civil Code ss. 1542, which provides that: A general release does not extend to claims which the creditor does not know or Released Persons suspect to enforce exist in his favor at the terms time of executing the release, which if known by him must have materially affected his settlement with the debtor, and the provisions, rights and benefits conferred by any law of any state or territory of the Settlement; United States, or principle of common law, which is similar, comparable or equivalent to Civil Code ss. 1542. A member of the Class may thereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Settled Claims, but each shall be deemed to have fully, finally and forever settled and released any and all Settled Claims, as provided above; (div) that Defendants have each of the defendants and the other Releasees has denied and continue continues to deny that they have having committed or attempted to commit any violations of law or breaches of any duty of any kind; that Defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG and all of its shareholders; and (e) that any of the Defendants shall have the right to withdraw from the proposed Settlement in the event that (i) any claims related to the Transaction, the Alternative Transaction, or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss or stay such action in contemplation of dismissal or (ii) any of the additional conditions set forth in paragraph 4 below shall not have been satisfied. The parties agree to use their best efforts to obtain the dismissal or stay in contemplation of dismissal of any action covered by clause (i) in the foregoing sentence on the terms set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.any

Stipulation of Settlement. The parties to the Action will attempt negotiate in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "“Stipulation"”) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Action Gehrer action upon the terms set forth in this Memorandum of Understanding (collectively, the "“Settlement Documents"”). The parties will use their best efforts to agree upon and execute the Settlement Documents within 60 days of the execution of this Memorandum of Understanding. The Stipulation will expressly provide, inter alia, that: (ai) Plaintiff will petition the Court for certification by the Superior Court of the State of California for the County of San Diego (the “Court”) of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) ALARIS stockholders and (b)(2) of all record their successors in interest and beneficial owners of SMG Preferred Stock transferees, immediate and remote, from and including March 9May 18, 1999 2004, through and including the date of the consummation of the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, immediate and remote Merger (other than defendants) (the "“Class"”); ; (bii) Plaintiff will petition for dismissal of the Court for entry of a judgment dismissing the Action "Gehrer action with prejudice"; (c) Plaintiff will petition the Court for prejudice and a complete release and final compromise, settlement, discharge and release settlement by the Class of all claims, demands, rights, actions, causes claims (excluding properly perfected rights of action, liabilities, damages, losses, obligations, judgments, suits, matters appraisal to the extent available under Delaware law and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member claims for enforcement of the Class (the "Releasing Parties"Settlement), whether individualasserted directly, class, derivative, representative, legal, equitable derivatively or any other type or in any other capacityotherwise, against ALARIS, any of the Individual Defendants (whether in their personal or representative capacities), Cardinal Health, Picower, or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, past or present or future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisors, dealer managers, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns administrators (collectively, the "Released Persons"“Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have arisenbeen, or could have arisenbeen, or will arise out of, or which are related asserted in any manner tocourt or forum against any of the Releasees and relating to the Offer, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise related, directly or indirectly, to the complaint filed in the ActionMerger, the TransactionMerger Agreement, the Alternative TransactionSupport Agreement, public filings or statements by Defendants or their representatives in connection with the Transaction or the Alternative Transaction, or related disclosure materials and any other actions of related matters (the Defendants relating in any way to the Transaction or the Alternative Transaction (collectively, the "“Settled Claims"”); provided, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (diii) that Defendants have denied and continue to deny that they have committed or attempted to commit any violations of law or breaches of duty of any kind; that Defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG and all of its shareholders; and (e) that any of the Defendants shall have the right to withdraw from the proposed Settlement in the event that (i) any claims related to the Transaction, the Alternative Transaction, or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons in any court prior to upon Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss or stay such action in contemplation of dismissal or (ii) any members of the additional conditions set forth in paragraph 4 below Class shall not be deemed to have been satisfied. The parties agree to use their best efforts to obtain waived the dismissal or stay in contemplation provisions, rights and benefits of dismissal of any action covered by clause (i) in the foregoing sentence on the terms set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.California Civil Code § 1542, which provides that:

Stipulation of Settlement. The parties to the Action Parties will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the "“Stipulation"”) pursuant to Maryland Rule 2-231(b)(l) and/or (2) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Action Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, upon the terms set forth in this Memorandum of Understanding MOU (collectively, the "“Settlement Documents"”). The Stipulation will expressly provide, inter alia, that: (ai) Plaintiff will petition the Court for certification certification, for settlement purposes, of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) Class of all record holders of Common Shares and beneficial owners of SMG Preferred Stock from Exchangeable Preference Shares and including March 9, 1999 through and including the consummation of the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or interest and transferees, immediate intermediate and remote (the "“Settlement Class"”); ; (bii) Plaintiff will petition the Court for entry of a judgment dismissing the Rice Consolidated Class Action "and the Sxxxxxxx Action with prejudice"; prejudice and without costs to any party except as expressly provided herein; (ciii) Plaintiff will petition the Court for a complete and final compromise, settlement, discharge and release of all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member claims (excluding claims for enforcement of the Class (the "Releasing Parties"Settlement), whether individualasserted directly or indirectly, class, derivative, representative, legal, equitable derivatively or any other type or in any other capacityotherwise, against Defendants any of the Defendants, Lafarge Canada, or Efalar Canada, or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, past or present or future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisorsadvisers, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns administrators of any of the foregoing (collectively, the "Released Persons"“Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have arisenbeen, or could have arisenbeen, or will arise out of, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise relatedasserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any member of the Settlement Class relating to the complaint filed in the ActionSettlement, the TransactionTender Offer, the Alternative TransactionRevised Tender Offer, public filings or statements by Defendants or their representatives in connection with the Transaction or the Alternative Transaction, or any other actions related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each of the Defendants relating in any way to the Transaction or the Alternative Transaction (collectivelyDefendants, the "Settled Claims"); providedLafarge Canada, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) that Defendants have and Efalar Canada has denied and continue continues to deny that they have having committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants Defendants, Lafarge Canada and Efalar Canada are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG LSA, LNA and all of its shareholdersthe Class; and and (evi) that any of the Defendants Defendants, Lafarge Canada and Efalar Canada shall have the right to withdraw from the proposed Settlement in the event that (i) any claims related to the Transaction, the Alternative Transaction, or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss or stay such action in contemplation of dismissal or (ii) any of the additional conditions Other Conditions set forth in paragraph 4 below shall not have been satisfied. The parties agree to use their best efforts to obtain , except for the dismissal or stay in contemplation of dismissal of any action covered by clause (i) in the foregoing sentence on the terms Other Condition set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an actionParagraph 4(v) below.

Stipulation of Settlement. The parties to the Action Parties will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the "“Stipulation"”) pursuant to Maryland Rule 2-231(b)(1) and/or (2) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Action Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, upon the terms set forth in this Memorandum of Understanding MOU (collectively, the "“Settlement Documents"”). The Stipulation will expressly provide, inter alia, that: (ai) Plaintiff will petition the Court for certification certification, for settlement purposes, of a non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) Class of all record holders of Common Shares and beneficial owners of SMG Preferred Stock from Exchangeable Preference Shares and including March 9, 1999 through and including the consummation of the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest, predecessors, legal representatives, trustees, heirs, assigns or interest and transferees, immediate intermediate and remote (the "“Settlement Class"”); ; (bii) Plaintiff will petition the Court for entry of a judgment dismissing the Rice Consolidated Class Action "and the Sxxxxxxx Action with prejudice"; prejudice and without costs to any party except as expressly provided herein; (ciii) Plaintiff will petition the Court for a complete and final compromise, settlement, discharge and release of all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member claims (excluding claims for enforcement of the Class (the "Releasing Parties"Settlement), whether individualasserted directly or indirectly, class, derivative, representative, legal, equitable derivatively or any other type or in any other capacityotherwise, against Defendants any of the Defendants, Lafarge Canada, or Efalar Canada, or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, past or present or future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisorsadvisers, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers advisers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns administrators of any of the foregoing (collectively, the "Released Persons"“Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have arisenbeen, or could have arisenbeen, or will arise out of, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise relatedasserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any member of the Settlement Class relating to the complaint filed in the ActionSettlement, the TransactionTender Offer, the Alternative TransactionRevised Tender Offer, public filings or statements by Defendants or their representatives in connection with the Transaction or the Alternative Transaction, or any other actions related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each of the Defendants relating in any way to the Transaction or the Alternative Transaction (collectivelyDefendants, the "Settled Claims"); providedLafarge Canada, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 of the Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement; (d) that Defendants have and Efalar Canada has denied and continue continues to deny that they have having committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants Defendants, Lafarge Canada and Efalar Canada are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of SMG LSA, LNA and all of its shareholdersthe Class; and and (evi) that any of the Defendants Defendants, Lafarge Canada and Efalar Canada shall have the right to withdraw from the proposed Settlement in the event that (i) any claims related to the Transaction, the Alternative Transaction, or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss or stay such action in contemplation of dismissal or (ii) any of the additional conditions Other Conditions set forth in paragraph 4 below shall not have been satisfied. The parties agree to use their best efforts to obtain , except for the dismissal or stay in contemplation of dismissal of any action covered by clause (i) in the foregoing sentence on the terms Other Condition set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an actionParagraph 4(v) below.