EXHIBIT 99.2
AMENDMENT TO RIGHTS AGREEMENT
BETWEEN ASPECT DEVELOPMENT, INC. AND
U.S. STOCK TRANSFER CORPORATION
This Amendment To Rights Agreement (the "Amendment") is made as of March
12, 2000, by and between ASPECT DEVELOPMENT, INC., a Delaware corporation (the
"Company"), and U.S. STOCK TRANSFER CORPORATION (the "Rights Agent").
WHEREAS, the Company is entering into an Agreement and Plan of
Reorganization (as the same may be amended from time to time, the "Merger
Agreement"), among the Company, i2 Technologies, Inc., a Delaware corporation
("Parent"), and Hoya Merger Corp., a Delaware corporation and a wholly owned
subsidiary of Parent (the "Merger Sub"), pursuant to which the Merger Sub will
merge with and into the Company, and the Company will survive as a wholly owned
subsidiary of Parent, and the former stockholders of the Company will receive
shares of common stock of Parent;
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement, dated as of October 7, 1998 (the "Rights Agreement");
WHEREAS, the Company desires to amend the Rights Agreement in connection
with the execution and delivery of the Merger Agreement; and
WHEREAS, the Board of Directors of the Company has approved this Amendment
and authorized its appropriate officers to execute and deliver the same to the
Rights Agent.
NOW, THEREFORE, in accordance with the procedures for amendment of the
Rights Agreement set forth in Section 27 thereof, and in consideration of the
foregoing and the mutual agreements herein set forth, the parties hereby agree
as follows:
1. Capitalized terms that are not otherwise defined herein shall have the
meanings ascribed to them in the Rights Agreement.
2. The definition of "Acquiring Person" set forth in Section 1(a) of the
Rights Agreement is amended by adding the following sentence to the end of that
section:
Notwithstanding the foregoing, no Person shall be or become an
Acquiring Person by reason of (i) the execution and delivery of the
Agreement and Plan of Reorganization, dated as of March 12, 2000, among i2
Technologies, Inc., a Delaware corporation ("Parent"), Hoya Merger Corp., a
Delaware corporation and a wholly owned subsidiary of Parent ( "Merger
Sub") and the Company (the "Merger Agreement") or the execution of any
amendment thereto, (ii) the execution and delivery of the Company Voting
Agreements (as such term is defined in the Merger Agreement) or the
execution of any amendment thereto, (iii) the merger of Merger Sub with and
into the Company, or (iv) the consummation of any other transaction
contemplated by the Merger Agreement, as it may be amended from time to
time.
3. Section 1(h) of the Rights Agreement is hereby amended to read in its
entirety as follows:
"EXCLUDED PERSON" shall mean Xxxxxx Xxxxxxxx (including his Affiliates
and Associates); provided however, that Xxxxxx Xxxxxxxx (including his
Affiliates and Associates) shall not be an Excluded Person if Xxxxxx
Xxxxxxxx (including his Affiliates and Associates) becomes the Beneficial
Owner of more than 30% of the outstanding Common Shares without the prior
approval of the Board of Directors of the Company.
4. The definition of "Shares Acquisition Date" in Section l(o) of the
Rights Agreement is hereby amended by adding the following sentence to the end
of that section:
Notwithstanding anything else set forth in this Agreement, a Shares
Acquisition Date shall not be deemed to have occurred by reason of (i) the
execution and delivery or amendment of the Merger Agreement or the Company
Voting Agreements, (ii) the merger of Merger Sub with and into the Company,
or (iii) the consummation of any other transaction contemplated by the
Merger Agreement.
5. Section 3(a) of the Rights Agreement is hereby amended by adding the
following sentence to the end of that section:
Notwithstanding anything else set forth in this Agreement, no
Distribution Date shall be deemed to have occurred by reason of (i) the
execution and delivery or amendment of the Merger Agreement or the Company
Voting Agreements, (ii) the merger of Merger Sub with and into the Company,
or (iii) the consummation of any other transaction contemplated by the
Merger Agreement.
6. Clause (i) of Section 7(a) of the Rights Agreement is hereby amended to
delete the phrase "(the "Final Expiration Date")" so that it shall read as
follows:
(i) the Close of Business on October 7, 2008,
7. Section 7(a) of the Rights Agreement is further amended by deleting the
word "or" at the end of clause (ii) of Section 7(a) and by adding the following
clause at the end of Section 7(a):
, or (iv) the moment in time immediately prior to the Effective Time
(as such term is defined in the Merger Agreement) (the earliest to occur of
the events described in clauses (i) and (iv) of this section shall be
referred to as the "Final Expiration Date.").
8. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding
the following sentence to the end of that section:
Notwithstanding anything else set forth in this Agreement, no event
requiring an adjustment under this Section 11(a)(ii) shall be deemed to
have occurred by reason of (i) the execution and delivery or amendment of
the Merger Agreement or the Company Voting Agreements, (ii) the merger of
Merger Sub with and into the Company, or (iii) the consummation of any
other transaction contemplated by the Merger Agreement.
9. The language of Section 13(a) of the Rights Agreement prior to clause
(z) thereof is hereby amended to read as follows:
(a) In the event that, following the Shares Acquisition Date or, if a
Transaction is proposed, the Distribution Date, directly or indirectly (x)
the Company shall consolidate with, or merger with and into, any Interested
Stockholder, or if in such merger or consolidation all holders of Common
Stock are not treated alike, any other Person, (y) any Interested Person,
or if in such merger or consolidation all holders of Common Stock are not
treated alike, any other Person shall consolidate with the Company, or
merge with and into the Company, and the Company shall be the continuing or
surviving corporation of such merger (other than, in the case of either
transaction described in (x) or (y), (i) a merger or consolidation which
would result in all of the voting power represented by the securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into securities of
the surviving entity) all of the voting power represented by the securities
of the Company or such surviving entity outstanding immediately after such
merger or consolidation and the holders of such securities not having
changes as a result of such merger or consolidation or (ii) the merger of
Merger Sub with and into the Company), or
The remaining portion of Section 13(c) of the Rights Agreement shall be
unchanged and shall remain in full force and effect.
10. The first phrase of Section 13(c) of the Rights Agreement is hereby
amended to read as follows:
The Company shall not consummate any such
consolidation, merger (other than the merger of the Company
with and into Merger Sub), sale or transfer unless the
Principal Party shall have a sufficient number of authorized
shares of its Common Shares that have not been issued or
reserved for issuance to permit the exercise in full of the
Rights in accordance with this Section 13, and unless prior
thereto the Company and each Principal Party and each other
Person who may become a Principal Party as a result of such
consolidation, merger, sale or transfer shall have (i)
executed and delivered to the Rights Agent a supplemental
agreement provided for the terms set forth in paragraphs (a)
and (b) of this Section 13 and (ii) prepared, filed and had
declared and remain effective a registration statement under
the Act on the appropriate form with respect to the Rights
and the securities exercisable upon the exercise of the
Rights and further providing that, as soon as practicable
after the date of any consolidation, merger, sale or
transfer of assets mentioned in paragraph (a) of this
Section 13, the Principal Party at its own expense will:
The remaining portion of Section 13(c) of the Rights Agreement shall be
unchanged and shall remain in full force and effect.
11. Clause (ii) of Section 13(d) of the Rights Agreement is hereby amended
to read as follows:
(ii) merge with or into (other than by the merger of Merger Sub with
and into the Company),
12. The Rights Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms.
13. All the covenants and provisions of this Amendment by or for the
benefit of the Company or the Rights Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.
14. Nothing in this Amendment shall be construed to give to any person or
corporation other than the Company, the Rights Agent and the registered holders
of the Right Certificates (and, prior to the Distribution Date, the Common
Shares) any legal or equitable right, remedy or claim under this Amendment; but
this Amendment shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution Date, the Common Shares).
15. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
16. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
17. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
18. The Company hereby certifies to the Rights Agent that this Amendment
is in compliance with Section 27 of the Rights Agreement.
In Witness Whereof, the parties herein have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
Aspect Development, Inc.
By: /s/ Xxxxx X. Xxxx
---------------------------------------------
Name: Xxxxx X. Xxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
Attest: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
--------------------------------------
Title: President and Chief Operating Officer
-------------------------------------
U.S. Stock Transfer Corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------
Title: Vice President
------------------------
Attest: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
