OPINION
PARSONS, Vice Chancellor.
This dispute involves challenges by holders of two classes of senior preferred stock of ION Media Networks, Inc. ("ION" or the "Company") to an exchange offer being made to those stockholders as one of several transactions provided for under a Master Transaction Agreement ("MTA") to restructure the Company's ownership and capital structure. Defendants are ION, its directors, NBC Universal, Inc. ("NBCU") and Citadel Investment...
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