Borland and Open Env - RAD For the Inter/Intra Net Message Board

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Technology Stocks : Borland and Open Env - RAD For the Inter/Intra Net

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To: Adam Honig who wrote (11)	7/15/1996 5:26:00 PM
From: Bipin Prasad	of 70

>> There is no SEC or NASDAQ rule that I am aware of regarding this... I received a call from Von Carlos Echeverria of NASDAQ a few minutes ago. He referred me to NASDAQ rule number 4460-I-1C2. Simply stated, a dilution of voting by more than 20 % requires a shareholder approval. So Borland shareholder's do indeed have a say in the acquisition. Also the terms of the acquisition ("Agreement and Plan of Merger") is now in my hot little hands, courtesy of Dawn Morse. According to Article VII ("Conditions to the Merger"), Section 7.02 ("Conditions to the Obligations of Acquiror and Acquiror Sub") Paragraph (h) Acquiror and Target shall have received all permits and authorizations necessary for the execution of this Agreement and the consummation of the transactions contemplated by this Agreement and ........ Thus Borland has to get shareholder approval, and the merger agreement is contingent upon receiving the approval from Borland shareholders.

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