WHICH THERE IS NO PENDING
APPEAL, STAY, MOTION FOR RECONSIDERATION OR MOTION TO VACATE OR SIMILAR REQUEST
FOR RELIEF, AND AS TO WHICH THE PERIOD OF TIME FOR A PARTY TO APPEAL HAS
EXPIRED.
FOR PURPOSES HEREOF IF NO APPEAL OR MOTION FOR RECONSIDERATION, TO
VACATE, OR FOR SIMILAR RELIEF IS FILED WITHIN THIRTY (30) DAYS AFTER ENTRY OF
THE ORDER IN THE DISTRICT COURT, THE ORDER SHALL BE DEEMED TO BE A FINAL ORDER.
(I)
"NOTICE" MEANS THE NOTICE OF PENDENCY OF CLASS ACTION AND
PROPOSED SETTLEMENT WITH SETTLING DEFENDANTS, MOTION FOR ATTORNEYS' FEES AND
SETTLEMENT FAIRNESS HEARING, WHICH IS TO BE SENT TO MEMBERS OF THE CLASS
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT 1 TO EXHIBIT A.
(J)
"ORDER AND FINAL JUDGMENT" MEANS THE PROPOSED ORDER TO BE ENTERED
APPROVING THE SETTLEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B.
(K)
"ORDER FOR NOTICE AND HEARING" MEANS THE PROPOSED ORDER
PRELIMINARILY APPROVING THE SETTLEMENT AND DIRECTING NOTICE THEREOF TO THE CLASS
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A.
(L)
"PLAINTIFFS' COUNSEL" MEANS CLASS PLAINTIFFS' COUNSEL AND ALL
OTHER COUNSEL REPRESENTING PLAINTIFFS IN THE ACTION.
(M)
"PROOF OF CLAIM" MEANS THE PROOF OF CLAIM AND RELEASE, WHICH IS TO
BE SENT TO MEMBERS OF THE CLASS SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT 2 TO EXHIBIT A.
(N)
"PUBLICATION NOTICE" MEANS THE SUMMARY NOTICE OF PROPOSED
SETTLEMENT AND HEARING FOR PUBLICATION SUBSTANTIALLY IN THE FORM ATTACHED AS
EXHIBIT 3 TO EXHIBIT A.
(O)
"RELEASED PARTIES" MEANS ANY AND ALL OF THE SETTLING DEFENDANTS,
THEIR PAST OR PRESENT SUBSIDIARIES, PARENTS, SUCCESSORS AND PREDECESSORS,
GENERAL PARTNERS, ESTATES AND ASSIGNS AND ALL OF THE AFOREMENTIONED PERSONS' AND
ENTITIES' CURRENT OR FORMER OFFICERS, DIRECTORS, AGENTS, LEGAL REPRESENTATIVES,
TRUSTEES, EMPLOYEES, ATTORNEYS, ADVISORS, INSURERS, AND INVESTMENT
5
ADVISORS, AUDITORS, ACCOUNTANTS, UNDERWRITERS AND INSURERS OF THE FOREGOING, AND
ANY PERSON, FIRM, TRUST, CORPORATION, OFFICER, DIRECTOR OR OTHER INDIVIDUAL OR
ENTITY IN WHICH ANY SETTLING DEFENDANT HAS OR AT ANY TIME HAD A CONTROLLING
INTEREST OR WHICH IS OR AT ANY TIME WAS RELATED TO OR AFFILIATED WITH ANY OF THE
SETTLING DEFENDANTS (INCLUDING, BUT NOT LIMITED TO, THE PRICELINE WEBHOUSE CLUB,
INC., PERFECT YARDSALE, WALKER DIGITAL LLC AND WALKER DIGITAL CORP., AND THE
ACCOUNTANTS AND AUDITORS OF ANY OF THEM, IN THEIR CAPACITIES AS SUCH), AND THE
ESTATES, LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS IN INTEREST OR ASSIGNS OF THE
SETTLING DEFENDANTS.
NOTWITHSTANDING THE PRIOR SENTENCE, "RELEASED PARTIES"
DOES NOT INCLUDE DELOITTE IN ITS CAPACITY AS THE INDEPENDENT AUDITOR OF
PRICELINE.COM, OR WITH RESPECT TO ANY LIABILITY DELOITTE MAY HAVE UNDER THE
FEDERAL SECURITIES LAWS ARISING AS A RESULT OF SERVICES PERFORMED, KNOWLEDGE
OBTAINED OR STATEMENTS OR OMISSIONS MADE IN CONNECTION WITH (A) DELOITTE'S
ENGAGEMENT BY PRICELINE.COM AS DESCRIBED IN THE ENGAGEMENT LETTERS BETWEEN
DELOITTE AND PRICELINE.COM DATED MAY 3, 1999 AND AUGUST 4, 2000, AND/OR (B)
DELOITTE'S AUDIT OPINION DATED JANUARY 27, 2000 (AND MARCH 17, 2000 AS TO NOTE
15).
(P)
"SETTLED CLAIMS" MEANS ANY AND ALL CLAIMS, DEBTS,