AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: BORLAND SOFTWARE CORPORATION, a Delaware corporation; TARGA ACQUISITION CORP. I, a Delaware corporation; TARGA ACQUISITION CORP. II, a Delaware corporation; TOGETHERSOFT CORPORATION, a...Agreement and Plan of Merger and Reorganization • November 1st, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of October 29, 2002 by and among: BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”); TARGA ACQUISITION CORP. I, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”); TARGA ACQUISITION CORP. II, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub II,” and together with Merger Sub I, “Merger Subs”); TOGETHERSOFT CORPORATION, a Delaware corporation (the “Company”); solely for the purposes of Section 11 and the Escrow Agreement, PETER COAD, as agent for the stockholders of the Company (the “Primary Stockholders’ Agent”), and KURT JAGGERS, as secondary agent for the stockholders of the Company (the “Secondary Stockholders’ Agent”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
