Opinion
Civil No. 86-0701.
January 30, 1987
EDWARD A. JAFFE SUSAN OKI MOLLWAY COLIN O. MIWA ANNE L. BULLINGER PHILLIP A. LI CADES SCHUTTE FLEMING WRIGHT Honolulu, Hawaii, Attorneys for Defendant and Counterclaim-Plaintiff Princeville Development Corporation.
Of Counsel: ORRICK, HERRINGTON SUTCLIFFE GILEERT R. SIROIA DARRIL P. RAINS BARBARA MOSES Attorney for Plaintiffs and Counterclaim-Defendants Spinner Corp. PDC Acquisition Corp.
Of Counsel: GIBSON, DUNN, CRUTCHER MARTIN C. WASHTON Attorney for Counterclaim-Defendant Morgan, Olmstead, Kennedy Gardner, Inc.
Of Counsel: GREENBERG, CLUSKER, FIELDS, CLAMAN MACHTINGER NORMAN H. LEVINE Attorney for Counterclaim-Defendant Trafalgar Holdings, Ltd.
Of Counsel: FUJIYAMA, DUFFY FUJIYAMA PAUL H. SATO Attorney for Defendants Harry A. Trueblood Jr., Lawrence S. Pricher, Michael J. Hannon, John L. Larson Sr., Robert E. Alshuler, Kennedy Randall Jr. (Deceased), Edwin L. Carter, Richard C. Blum and Robert W. Holden
STIPULATION FOR DISMISSALS; ORDER
STIPULATION FOR DISMISSALS
WHEREAS, Plaintiffs Spinner Corp. and PDC Acquisition Corp. (collectively "Spinner"), for consideration to be received in connection with that certain Settlement and Option Agreement with Defendant and Counterclaim — Plaintiff Princeville Development Corporation ("Princeville"), pursuant to which, among other things, Spinner's tender offer for Princeville shares will be withdrawn and Spinner has agreed to refrain from buying any additional Princeville shares or from cooperating with any other person or entity in connection with any effort to acquire Princeville shares of assets or to influence control over the management of Princeville, all in a manner making unnecessary the existing Preliminary Injunctions herein;
IT IS HEREBY STIPULATED by and among the parties hereto, through their respective counsel, that:
1. All preliminary injunctions previously entered herein and all related findings of fact and conclusions of law be vacated;
2. All Complaints and counterclaims herein asserted (or for which leave has been sought to assert) among Spinner on the one hand and Princeville and/or its present and former directors named herein as Defendants on the other hand be dismissed with prejudice;
3. All remaining claims not heretofore dismissed asserted by Princeville againer Morgan, Olmetead, Kennedy Gardner, Inc. be dismissed without prejudice;
4. All remaining claims not heretofore dismissed asserted by Princeville against Trafalgar Holdings, Limited be dismissed without prejudice;
5. It is the intention and understanding of the parties hereto that, by virtue of this Stipulation and Order and the prior orders for dismissal entered by this Court, all claims herein asserted by any party have been dismissed, and that the order to be entered pursuant to this Stipulation shall constitute a "final order" as that term is used in Rule 54(b), Federal Rules of Civil Procedure;
6. Except as may be provided for in any agreements which are not before this Court, each party shall bear its own costs and attorneys' fees; and
7. This Stipulation may be executed in one or more counterparts which together shall constitute a single document. This Stipulation shall be deemed effective upon the delivery of telecopied executed counterparts.