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Technology Stocks : InfoSpace (INSP): Where GNET went! -- Ignore unavailable to you. Want to Upgrade?

To: Scrapps who wrote (20873)	8/23/2000 7:35:55 AM
From: atskaggs	Respond to of 28311

Scrapps: I would dearly love that to hapen, but IMO it won't. PA and Russ, et al have already voted in favor of it. I believe that is 40% of the voting stock.

To: Scrapps who wrote (20873)	8/23/2000 8:49:29 AM
From: Sarkie	Read Replies (1) \| Respond to of 28311

Don't forget the $120 Million Termination Fee. Message 14140980

To: Scrapps who wrote (20873)	8/23/2000 12:26:38 PM
From: Sarkie	Read Replies (1) \| Respond to of 28311

Scrapps, upon further review of the 8-K and ARTICLE VII TERMINATION, AMENDMENT AND WAIVER of the filing it appears that the fee of $120 Mil is payable be either party upon breach of the contract. If a higher bid came in for GNET? by Company prior to the vote of the stockholders of Company on the Agreement, if, after receiving a Superior Offer and in the absence of any prior breach of the provisions of Section 5.4 of this Agreement, the Board of Directors of Company determines in good faith, after consulting with outside legal counsel, that such action is necessary to comply with the fiduciary duties of the Board of Directors of Company under applicable law; PROVIDED, HOWEVER, that Company may not terminate this Agreement pursuant to this subsection (h) until two (2) business days have elapsed following delivery to Parent of written notice of such determination of Company (which written notice will inform Parent of the material terms and conditions of the Superior Offer); PROVIDED, FURTHER, that such termination under this Section 7.1(h) shall not be effective until Company has made payment to Parent of the amounts required to be paid pursuant to Section 7.3(b)(i). What if the stockholders decline the merger? It appears that the contract is conditional upon approval of the stockholders. The BOD have already approved and will recommend approval to the stockholders. I am assuming that a decline does not constitute a breach. I am not an attorney, perhaps either an attorney or a judge will give us the legalities. Drop dead date. January 31, 2001