*1 Before STRINE , Chief Justice; HOLLAND , VALIHURA , VAUGHN , Justices; and JONES , Judge, ^[*] constituting the Court en Banc .

*2 O R D E R

This 31st day of October 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 decisions of October 20, 2015 and March 9, 2016.

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 2

[*] Sitting by designation under Del. Const. art. IV, § 12.