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Decided on December 13, 2010
Supreme Court, Nassau County

600391-10
Plaintiffs' Counsel: Robert & Robert PLLC Plaintiffs' Counsel: Farrel Fritz, P.C. Defendants' Counsel: Herrick Feinstein LLP Timothy S. Driscoll, J.
This matter is before the Court for decision on 1) the Order to Show Cause filed by Plaintiffs on May 25, 2010, 2) the motion filed by Defendants on August 31, 2010, and 3) the cross motion filed by Plaintiffs on August 31, 2010, submitted October 1, 2010, following oral argument before the Court. For the reasons set forth below, the Court 1) denies Plaintiffs' Order to Show Cause; 2) denies Plaintiffs' cross motion; and 3) grants Defendants' motion and dismisses the Verified Complaint.
BACKGROUND
A. Relief Sought
In their Order to Show Cause, Plaintiffs seek an Order temporarily and preliminarily enjoining 4C Foods Corp. ("4C" or "Corporation"), its shareholders, officers, directors, employees, agents, and representatives from taking any action that would interfere with the transferability provisions of, including enjoining them from enacting any further Amendments to, 4C Food's Amended and Restated Shareholders Agreement dated April 4, 2005 ("2005 Agreement") relating to the transferability and/or sale of stock.
In their motion, Defendants move for an Order, pursuant to CPLR

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