EXHIBIT D
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`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`IN RE AMC ENTERTAINMENT
`HOLDINGS, INC.
`STOCKHOLDER LITIGATION
`
`CONSOLIDATED
`C.A. No. 2023-0215-MTZ
`
`[PROPOSED] ORDER AND FINAL JUDGMENT
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`WHEREAS, a stockholder class action is pending in the Court, entitled In re
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`AMC Entertainment Holdings, Inc. Stockholder Litigation, Consolidated C.A.
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`No. 2023-0215-MTZ (the “Action”);
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`WHEREAS, a Stipulation and Agreement of Compromise, Settlement, and
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`Release, dated as of April 27, 2023 (the “Stipulation”), has been entered into by and
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`among: (i) Plaintiffs Usbaldo Munoz, Anthony Franchi, and Allegheny County
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`Employees’ Retirement System (collectively, “Plaintiffs”), individually and on
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`behalf of the Settlement Class (as defined below); and (ii) Defendants Adam M.
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`Aron, Denise Clark, Howard W. Koch, Jr., Philip Lader, Gary F. Locke, Kathleen
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`M. Pawlus, Keri Putnam, Anthony J. Saich, Adam J. Sussman, Lee Wittlinger, and
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`AMC Entertainment Holdings, Inc. (“AMC” or the “Company”) (collectively,
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`“Defendants,” and together with Plaintiffs, the “Parties,” and each a “Party”);
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`WHEREAS, the Stipulation provides for a settlement, subject to the approval
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`of the Court, among the Parties and for dismissal of the Action with prejudice as
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`EFiled: Apr 27 2023 01:49PM EDT
`Transaction ID 69906464
`Case No. 2023-0215-MTZ
`
`
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`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`IN RE AMC ENTERTAINMENT
`HOLDINGS, INC.
`STOCKHOLDER LITIGATION
`
`CONSOLIDATED
`C.A. No. 2023-0215-MTZ
`
`[PROPOSED] ORDER AND FINAL JUDGMENT
`
`WHEREAS, a stockholder class action is pending in the Court, entitled In re
`
`AMC Entertainment Holdings, Inc. Stockholder Litigation, Consolidated C.A.
`
`No. 2023-0215-MTZ (the “Action”);
`
`WHEREAS, a Stipulation and Agreement of Compromise, Settlement, and
`
`Release, dated as of April 27, 2023 (the “Stipulation”), has been entered into by and
`
`among: (i) Plaintiffs Usbaldo Munoz, Anthony Franchi, and Allegheny County
`
`Employees’ Retirement System (collectively, “Plaintiffs”), individually and on
`
`behalf of the Settlement Class (as defined below); and (ii) Defendants Adam M.
`
`Aron, Denise Clark, Howard W. Koch, Jr., Philip Lader, Gary F. Locke, Kathleen
`
`M. Pawlus, Keri Putnam, Anthony J. Saich, Adam J. Sussman, Lee Wittlinger, and
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`AMC Entertainment Holdings, Inc. (“AMC” or the “Company”) (collectively,
`
`“Defendants,” and together with Plaintiffs, the “Parties,” and each a “Party”);
`
`WHEREAS, the Stipulation provides for a settlement, subject to the approval
`
`of the Court, among the Parties and for dismissal of the Action with prejudice as
`
`EFiled: Apr 27 2023 01:49PM EDT
`Transaction ID 69906464
`Case No. 2023-0215-MTZ
`
`
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`against Defendants upon the terms and conditions set forth in the Stipulation (the
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`“Settlement”);
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`WHEREAS, except for terms defined herein, the Court adopts and
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`incorporates the definitions in the Stipulation for purposes of this Order and Final
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`Judgment;
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`WHEREAS, by Order dated _______________, 2023 (the “Scheduling
`
`Order”), the Court (i) preliminarily certified the Settlement Class solely for purposes
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`of effectuating the Settlement; (ii) ordered that the Notice of the proposed Settlement
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`be provided to potential Settlement Class Members; (iii) provided Settlement Class
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`Members with the opportunity to object to the proposed Settlement and/or Lead
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`Counsel’s application for a Fee and Expense Award, including Plaintiffs’ application
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`for Incentive Awards; and (iv) scheduled a hearing regarding final approval of the
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`Settlement;
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`WHEREAS, the Court conducted a hearing on _____________, 2023 (the
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`“Settlement Hearing”) to: (i) determine whether to finally certify the Settlement
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`Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a),
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`23(b)(1), and 23(b)(2); (ii) determine whether Plaintiffs and Lead Counsel have
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`adequately represented the Settlement Class, and whether Plaintiffs should be finally
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`appointed as representatives for the Settlement Class and Lead Counsel should be
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`finally appointed as counsel for the Settlement Class; (iii) determine whether the
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`proposed Settlement should be approved as fair, reasonable, and adequate to the
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`Settlement Class and in the best interests of the Settlement Class; (iv) determine
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`whether the Action should be dismissed with prejudice and the Releases provided
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`under the Stipulation should be granted; (v) determine whether the Order and Final
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`Judgment approving the Settlement should be entered and the Status Quo Order
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`lifted; (vi) determine whether and in what amount any Fee and Expense Award
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`should be paid to Lead Counsel by Defendants and/or their insurers; (vii) determine
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`whether and in what amount any Incentive Awards, to be paid to solely out of any
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`Fee and Expense Award to Lead Counsel, should be paid to Plaintiffs; (viii) hear
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`and rule on any objections to the Settlement and/or Lead Counsel’s application for
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`a Fee and Expense Award, including any Incentive Awards to Plaintiffs; and (ix)
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`consider any other matters that may properly be brought before the Court in
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`connection with the Settlement;
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`WHEREAS, it appearing that due Notice of the hearing has been given in
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`accordance with the Scheduling Order; the Parties having appeared by their
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`respective attorneys of record; the Court having heard and considered evidence in
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`support of the proposed Settlement and the application by Lead Counsel for a Fee
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`and Expense Award; the attorneys for the respective Parties having been heard; an
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`opportunity to be heard having been given to all Settlement Class Members or other
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`Persons requesting to be heard in accordance with the Scheduling Order; the Court
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`having determined that the notice to Settlement Class Members pursuant to and in
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`the manner prescribed in the Scheduling Order was adequate and sufficient; and the
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`entire matter of the proposed Settlement having been heard and considered by the
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`Court;
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`NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND
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`DECREED THAT:
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`1.
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`The Court has jurisdiction over the subject matter of the Action, and all
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`matters relating to the Settlement, as well as personal jurisdiction over the Parties
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`and the Settlement Class Members, and it is further determined that Plaintiffs,
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`Defendants, and the Settlement Class, as well as any and all of their respective
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`predecessors, predecessors-in-interest, successors, successors-in-interest, legal
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`representatives, trustees, executors, administrators, estates, heirs, transferees, and
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`assigns, in their capacities as such only, and any other person or entity purporting to
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`claim through or on behalf of them in such capacity only, and each of them, together
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`with their respective predecessors, predecessors-in-interest, successors, successors-
`
`in-interest, legal representatives, trustees, executors, administrators, estates, heirs,
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`transferees, and assigns, are bound by this Order and Final Judgment.
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`2.
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`The dissemination of the Notice, substantially in the form attached as
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`Exhibit B to the Stipulation, and publication of the Summary Notice, substantially
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`in the form attached as Exhibit C to the Stipulation, pursuant to and in the manner
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`prescribed in the Scheduling Order, is hereby determined to be the best notice
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`reasonably practicable under the circumstances, to constitute due and sufficient
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`notice to all Persons entitled to receive notice of the Settlement, and in full
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`compliance with Delaware Court of Chancery Rule 23, the requirements of due
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`process, and all other applicable laws and rules.
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`3.
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`The Court hereby finally certifies the Action, for purposes of the
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`Settlement only, as a non-opt-out class action pursuant to Court of Chancery Rules
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`23(a), 23(b)(1), and 23(b)(2), on behalf of the following class (the “Settlement
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`Class”):
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`All holders of AMC Entertainment Holdings, Inc. (“AMC”) Class A
`common stock (the “Common Stock”) during the period from August
`3, 2022 through and including the record time, expected to be set as of
`the close of business in accordance with any New York Stock Exchange
`and/or Depository Trust Company requirements or policies, on the
`business day prior to Conversion on which the Reverse Stock Split is
`effective (the “Class Period”), whether beneficial or of record,
`including
`the
`legal representatives, heirs, successors-in-interest,
`transferees, and assignees of all such foregoing holders, but excluding
`Defendants.
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`4.
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`The Court hereby finally appoints Plaintiffs as representatives for the
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`Settlement Class and Bernstein Litowitz Berger & Grossmann LLP, Fields Kupka
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`& Shukurov LLP, and Grant & Eisenhofer P.A. as counsel for the Settlement Class
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`(“Lead Counsel”). Plaintiffs and Lead Counsel have fairly and adequately
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`represented the Settlement Class, both in terms of litigating the Action and for
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`purposes of entering into and implementing the Settlement.
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`5.
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`For purposes of the Settlement only, the Court finds that each element
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`required for certification of the Settlement Class pursuant to Court of Chancery
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`Rules 23(a), 23(b)(1), and 23(b)(2) has been met in that: (i) the members of the
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`Settlement Class (collectively, the “Settlement Class Members”) are so numerous
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`that their joinder in the Action would be impracticable; (ii) there are questions of
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`law and fact common to the Settlement Class; (iii) the claims of Plaintiffs are typical
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`of the claims of the Settlement Class; (iv) in connection with the prosecution of the
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`Action and the Settlement, Plaintiffs and Lead Counsel have fairly and adequately
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`represented and protected the interests of the Settlement Class; (v) the prosecution
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`of separate actions by individual Settlement Class Members would create a risk of
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`inconsistent adjudications that would establish incompatible standards of conduct
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`for Defendants, and, as a practical matter, the disposition of the Action as against
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`Defendants would influence the disposition of any pending or future identical suits,
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`actions, or proceedings brought by other Settlement Class Members; and
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`(vi) Defendants are alleged to have acted or refused to act on grounds generally
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`applicable to the Settlement Class, thereby making final injunctive relief or
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`corresponding declaratory relief with respect to the Settlement Class as a whole
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`appropriate.
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`6.
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`The Settlement as provided for in the Stipulation is approved as fair,
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`reasonable, and adequate, and in the best interests of the Settlement Class.
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`7.
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`Pursuant to Court of Chancery Rule 23, the Court fully and finally
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`approves the Settlement in all respects, the Parties are hereby authorized and directed
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`to consummate the Settlement in accordance with the terms and provisions of the
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`Stipulation, and the Register of Chancery is directed to enter and docket this Order
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`and Final Judgment dismissing the Action in its entirety and with prejudice.
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`8.
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`The Status Quo Order entered by the Court on February 27, 2023, is
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`lifted.
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`9.
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`The Stipulation shall be binding upon and inure to the benefit of the
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`Released Persons.
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`10. Upon the Effective Date, Plaintiffs and each of the other Settlement
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`Class Members, on behalf of themselves and any and all of their respective
`
`predecessors, successors, representatives, trustees, executors, administrators,
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`estates, heirs, transferees, and assigns, in their capacities as such only, and any other
`
`person or entity purporting to claim through or on behalf of them in such capacity
`
`only, by operation of this Order and Final Judgment and to the fullest extent
`
`permitted by law, shall completely, fully, finally, and forever release, relinquish,
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`settle, and discharge the Released Plaintiffs’ Claims as against the Released
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`Defendants’ Persons, and shall forever be barred and enjoined from commencing,
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`instigating, or prosecuting any of the Released Plaintiffs’ Claims against any of the
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`Released Defendants’ Persons.
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`11. Upon the Effective Date, Defendants, on behalf of themselves and any
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`and all of their respective predecessors, successors, representatives, trustees,
`
`executors, administrators, estates, heirs, transferees, and assigns, in their capacities
`
`as such only, and any other person or entity purporting to claim through or on behalf
`
`of them in such capacity only, by operation of this Order and Final Judgment and to
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`the fullest extent permitted by law, shall completely, fully, finally, and forever
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`release, relinquish, settle, and discharge the Released Defendants’ Claims as against
`
`the Released Plaintiffs’ Persons, and shall forever be barred and enjoined from
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`commencing, instituting, or prosecuting any of the Released Defendants’ Claims
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`against any of the Released Plaintiffs’ Persons.
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`12.
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`The terms of the Settlement were negotiated at arm’s-length and in
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`good faith, and reflect a settlement that was reached voluntarily based upon adequate
`
`information and sufficient discovery and after consultation with experienced legal
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`counsel.
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`13.
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`Lead Counsel are hereby awarded attorneys’ fees and expenses in the
`
`amount of $_______ (the “Fee and Expense Award”), which amount the Court finds
`
`to be fair and reasonable. Each Plaintiff is hereby awarded an incentive award in the
`
`amount of $_______ (the “Incentive Awards”), which shall be paid to each Plaintiff
`
`solely out of the Fee and Expense Award, and which amounts the Court finds to be
`
`fair and reasonable.
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`14.
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`The Fee and Expense Award shall be paid by Defendants and/or their
`
`insurers pursuant to the terms of the Stipulation.
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`15.
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`The binding effect of this Order and Final Judgment and the obligations
`
`of Plaintiffs, Settlement Class Members, and Defendants under the Stipulation shall
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`not be conditioned upon or subject to the resolution of any appeal from this Order
`
`and Final Judgment that relates solely to the Fee and Expense Award or the Incentive
`
`Awards.
`
`16.
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`The Parties and all Settlement Class Members shall be and are deemed
`
`bound by the Stipulation and this Order and Final Judgment. This Order and Final
`
`Judgment, including the release of all of the Released Plaintiffs’ Claims against all
`
`of the Released Defendants’ Persons and the release of all of the Released
`
`Defendants’ Claims against all of the Released Plaintiffs’ Persons, shall have res
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`judicata, collateral estoppel, and all other preclusive effect in all pending and future
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`lawsuits, arbitrations, or other proceedings involving any of the Released Claims
`
`against any of the Released Persons.
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`17.
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`The Court finds and concludes that the Parties and their respective
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`counsel have complied in all respects with the strictures of Delaware Court of
`
`Chancery Rule 11 in connection with the institution, prosecution, defense, and
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`settlement of the Action.
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`18.
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`If the Settlement is terminated as provided in the Stipulation or the
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`Effective Date otherwise fails to occur, (i) this Order and Final Judgment shall be
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`rendered null and void and shall be vacated; (ii) all orders entered and releases
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`delivered in connection herewith shall be null and void; (iii) all of the Parties and
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`the Company shall be deemed to have reverted to their respective litigation statuses
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`as of immediately prior to the execution of the Term Sheet on April 2, 2023, and
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`they shall proceed in all respects as if the Term Sheet and the Stipulation had not
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`been executed and any related orders had not been entered; (iv) all claims and
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`defenses as to any issue in the Action shall be preserved without prejudice; (v) the
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`statements made in connection with the negotiation of the Term Sheet and the
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`Stipulation shall not be deemed to prejudice in any way the positions of any of the
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`Parties with respect to the Action, or to constitute an admission by any Party, and
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`shall not be used or entitle any Party to recover any fees, costs, or expenses incurred
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`in connection with the Action; and (vi) no materials created by or received from any
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`other Party that were used in, obtained during, or related to the Settlement
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`discussions shall be admissible for any purpose in any court or other tribunal, or
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`used, absent consent from the disclosing party, for any other purpose or in any other
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`capacity, except to the extent that such materials are otherwise required to be
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`produced during discovery in the Action or in any other litigation.
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`19. Neither the Term Sheet, the Stipulation, the fact of or any terms and
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`conditions of the Settlement, nor any communications relating thereto, are evidence,
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`or a presumption, admission, or concession by any Party, of any wrongdoing, fault,
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`liability, or damages whatsoever, which are expressly denied and disclaimed by each
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`of the Parties. Neither the Term Sheet, the Stipulation, nor any of their terms,
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`conditions, and provisions, nor any of the negotiations or proceedings in connection
`
`therewith, nor any of the documents or statements referred to herein or therein, nor
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`the Settlement, nor the fact of the Settlement, nor the Settlement proceedings, nor
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`any statements in connection therewith, shall (i) be argued to be, used, or construed
`
`as, offered or received in evidence as, or otherwise constitute an admission,
`
`concession, presumption, proof, evidence, or a finding of any liability, fault,
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`wrongdoing, injury, or damages, or of any wrongful conduct, acts, or omissions on
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`the part of any of the Released Defendants’ Persons, or of any infirmity of any
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`defense, or of any damage to Plaintiffs or any Settlement Class Member;
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`(ii) otherwise be used to create or give rise to any inference or presumption against
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`any of the Released Defendants’ Persons concerning any fact alleged or that could
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`have been alleged, or any claim asserted or that could have been asserted, in the
`
`Action, or of any purported liability, fault, or wrongdoing of any of the Released
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`Defendants’ Persons or of any injury or damages to any Person; (iii) be argued to
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`be, used or construed as, offered or received in evidence as, or otherwise constitute
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`an admission, concession, presumption, proof, evidence, or finding that any of
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`Plaintiffs’ claims are without merit, that any of Defendants had meritorious defenses,
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`or that damages recoverable from Defendants under the Complaint would not have
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`exceeded the Settlement Payment; or (iv) be admissible, referred to, interpreted,
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`construed, deemed, invoked, offered, or received in evidence or otherwise used by
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`any Person in the Action, or in any other suit, action, or proceeding whatsoever,
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`whether civil, criminal, or administrative; provided, however, that the Stipulation
`
`and/or this Order and Final Judgment may be introduced in any suit, action, or
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`proceeding, whether in this Court or otherwise, as may be necessary to argue that
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`the Stipulation and/or this Order and Final Judgment has res judicata, collateral
`
`estoppel, or other issue or claim preclusive effect, or to otherwise consummate or
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`enforce the Stipulation, Settlement, and/or this Order and Final Judgment, including,
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`without limitation, to secure any insurance rights or proceeds, or as otherwise
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`required by law. This provision shall remain in force in the event that the Settlement
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`is terminated for any reason whatsoever.
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`20. Without further order of the Court, the Parties may agree in writing to
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`reasonable extensions of time to carry out any of the provisions of the Stipulation
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`and the Settlement.
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`21. Without affecting the finality of this Order and Final Judgment in any
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`way, the Court reserves jurisdiction over all matters relating to the administration
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`and consummation of the Settlement.
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`22.
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`The Action is hereby dismissed in its entirety and with prejudice. The
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`Parties are to bear their own costs, except as otherwise provided in this Order and
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`Final Judgment, the Scheduling Order, and the Stipulation.
`
` Vice Chancellor Morgan T. Zurn
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`Dated: _________________, 2023
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