OPINION
LAMB, Vice Chancellor.
I. INTRODUCTION
Plaintiffs bring this purported class action on behalf of all holders as of May 13, 1998, of Kenetech 8¼% Preferred Redeemable Increased Dividend Equity Securities ("PRIDES"). Plaintiffs' first claim rests entirely on their contract rights, as plaintiffs say they "seek[] to litigate whether [Kenetch] was `winding up' when it carried out a program of selling off all its assets, paying all its debts...
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