EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of February 6, 2000, to the Rights Agreement,
dated as of December 20, 1991 (the "Agreement"), between Inprise
Corporation, a Delaware corporation formerly known as Borland
International, Inc. (the "Company"), and ChaseMellon Shareholder Services,
L.L.C., a New Jersey limited liability company as successor to
Manufacturers Hanover Trust Company of California (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 26 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. Section 1(a) is amended by adding the following at the end of
said Section:
; provided, however, that none of Corel Corporation, a
corporation continued under the laws of Canada ("Corel"),
Carleton Acquisition Co., a Delaware corporation and a wholly-
owned subsidiary of Corel ("Merger Sub"), and their Affiliates
shall be deemed to be an Acquiring Person solely by virtue of (i)
the execution of the Merger Agreement, dated as of February 6,
2000 (the "Merger Agreement," which term shall include any
amendments thereto) by and among the Company, Corel and Merger
Sub, (ii) the execution of the Stock Option Agreement, dated as
of February 6, 2000 (the "Stock Option Agreement," which term
shall include any amendments thereto) by and between the Company
and Corel, pursuant to which Stock Option Agreement the Company
granted to Corel an option to purchase 12 million shares of the
Common Stock or (iii) the consummation of any of the transactions
contemplated by either the Merger Agreement or the Stock Option
Agreement, including, without limitation, the public or other
announcement of the merger provided for by the Merger Agreement
(the "Merger"), the consummation of the Merger and acquisition of
shares of Common Stock pursuant to the Stock Option Agreement.
2. Section 1(e)(i) is amended by adding the following at the end of
said Section:
"; provided, further, that neither Corel, Merger Sub nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Merger or pursuant to the
Stock Option Agreement."
3. Section 1(e)(ii) is amended by adding the following at the end of
said Section:
"; provided, further, that neither Corel, Merger Sub nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Merger or pursuant to the
Stock Option Agreement."
4. Section 1(e)(iii) is amended by adding the following at the end
of said Section:
"; provided, further, that neither Corel, Merger Sub nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Merger or pursuant to the
Stock Option Agreement."
5. Section 1(ii) is amended by adding the following at the end of
said Section:
"; provided, however, that the public announcement of (x) the
Merger, (y) that Corel, Merger Sub or any of their Affiliates has
become the beneficial owner of 15% or more of the shares of
Common Stock as a result of the consummation of the Merger, or
(z) that Corel, Merger Sub or any of their Affiliates has become
the beneficial owner of 15% or more of the shares of Common Stock
pursuant to the Stock Option Agreement, shall not constitute a
Stock Acquisition Date."
6. Section 1(nn) is amended by adding the following at the end of
said Section:
"Notwithstanding anything to the contrary contained in this
Agreement, neither the Merger nor any acquisition of shares of
Common Stock pursuant to the Stock Option Agreement shall
constitute a Triggering Event or an event described in Section
11(a)(ii) or Section 13."
7. The phrase in Section 11(a)(ii) that presently reads,
"unless the event causing the 15% threshold to be crossed is a
transaction set forth in Section 13(a) hereof, or is an
acquisition of shares of Common Stock pursuant to a tender offer
or an exchange offer for all outstanding shares of Common Stock"
is amended in its entirety to read as follows:
"unless the event causing the 15% threshold to be crossed is the
Merger, an acquisition of shares of Common Stock pursuant to the
Stock Option Agreement, a transaction set forth in Section 13(a)
hereof, or is an acquisition of shares of Common Stock pursuant
to a tender offer or an exchange offer for all outstanding shares
of Common Stock"
8. The last sentence of Section 13(d) is amended in its entirety to
read as follows:
"Upon consummation of any such transaction contemplated by this
Section 13(d) or the Merger, all Rights hereunder shall expire."
9. The term "Agreement" as used in the Rights Agreement shall be
used to refer to the Rights Agreement as amended hereby.
10. The foregoing amendment shall be effective as of February 6,
2000, and except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
11. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed this 8th day of February 2000.
INPRISE CORPORATION
By: /s/ XxXxxx Xxxxxx
Name: XxXxxx Xxxxxx
Title: Vice President and General Counsel
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
