*1 Before STRINE , Chief Justice; HOLLAND , VALIHURA , VAUGHN , and SEITZ , Justices, constituting the Court en Banc .

O R D E R This 30th day of September 2016, it appears to the Court that the judgment of the Court of Chancery should be affirmed on the basis of and for the reasons assigned in its well-reasoned decision dated February 23, 2016. ^[1]

NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of Chancery is hereby AFFIRMED.

BY THE COURT: /s/ Leo E. Strine, Jr. Chief Justice

[1] FdG Logistics LLC v. A&R Logistics Holdings, Inc. , 131 A.3d 842 (Del. Ch. 2016). 2