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

*2 O R D E R This 3rd day of March 2017, 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 memorandum opinion dated August 1, 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

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

[1] Melbourne Mun. Firefighters’ Pension Tr. Fund on Behalf of Qualcomm, Inc. v. Jacobs et al. , 2016 WL 4076369 (Del. Ch. Aug. 1, 2016). 2