EXHIBIT (c)(21)
EXHIBIT (C)(21)
FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated July 15, 1999 ("Amendment") to the Rights Agreement
("Agreement"), dated as of March 1, 1999, between Information Advantage, Inc., a
Delaware corporation (the "Company"), and Norwest Bank, National Association, a
national banking association (the "Rights Agent").
Pursuant to Section 25 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending the
Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the
end of Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of the Sterling Software, Inc. ("Parent"), its
Subsidiaries, Affiliates or Associates, including Sterling Software
Acquisition Corp. ("Purchaser"), is, nor shall any of them be deemed to
be, an Acquiring Person (as defined in the Agreement) by virtue of (i)
their acquisition, or their right to acquire, beneficial ownership of
Common Shares of the Company as a result of their execution of the
Agreement and Plan of Merger dated July 15, 1999 among Parent, Purchaser
and the Company (the "Merger Agreement"), or the Stockholder Agreements
(as defined in the Merger Agreement), (ii) the announcement of the Offer
(as defined in the Merger Agreement), (iii) the consummation of the
Offer, (iv) the consummation of the Merger (as defined in the Merger
Agreement) or (v) any other transaction contemplated by the Merger
Agreement or the Stockholder Agreements, it being the purpose of the
Company in adopting this amendment to the Agreement that neither the
execution of the Merger Agreement or the Stockholder Agreements by any
of the parties thereto nor the consummation of the transactions
contemplated thereby shall in any respect give rise to any provision of
the Agreement becoming effective."
2. Section 1(a) shall be further amended by inserting the following
at the end of Section 1(a):
"Pursuant to the provisions of Section 1(a) of the Agreement, a majority
of Disinterested Directors (as defined in the Agreement) of the
Company's Board of Directors has approved, in advance and in writing,
the transactions contemplated by the Merger Agreement or the
Stockholder Agreements, thereby making them "Company-Approved
Transactions" within the meaning of the Agreement."
3. Section 1(kk) shall be amended by inserting the following at the
end of Section 1(kk):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Section 11(a)(ii) Event shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements (as defined in the Merger Agreement), the announcement of the
Offer, the consummation of the Offer, the consummation of the
Merger, or any other transaction contemplated by the Merger Agreement or the
Stockholder Agreements."
4. Section 1(mm) shall be amended by inserting the following at the end of
Section 1(ii):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Shares Acquisition Date shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder Agreements
(as defined in the Merger Agreement), the announcement of the Offer, the
consummation of the Offer, the consummation of the Merger, or any other
transaction contemplated by the Merger Agreement or the Stockholder
Agreements."
5. Section 3(a) shall be amended by inserting the following at the end of
Section 3(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur by reason of the execution of
the Merger Agreement, the execution of the Stockholder Agreements (as defined
in the Merger Agreement), the announcement of the Offer, the consummation of
the Offer, the consummation of the Merger, or any other transaction
contemplated by the Merger Agreement or the Stockholder Agreements."
6. If for any reason the Merger Agreement is terminated and the Merger is
abandoned, then the Amendment shall be of no further force and effect and the
Agreement shall remain exactly the same as it existed immediately prior to
execution of the Amendment.
7. This Amendment shall be deemed to be entered into 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.
8. 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.
The term "Agreement" as used in the Agreement shall be deemed to refer to the
Agreement as amended hereby, and all references to the Agreement shall be deemed
to include this Amendment. This Amendment shall be effective as of the date
first written above, and except as expressly set forth herein, the Agreement
shall remain in full force and effect and otherwise shall be unaffected hereby.
C-21-2
Entered into as of the date first written above,
INFORMATION ADVANTAGE, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Chief Executive Officer
Attest: /s/ Xxxxx Xxxxxx
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Secretary
NORWEST BANK, National Association,
as Rights Agent
By: /s/ Xxxx Xxxxx
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Authorized Signature
C-21-3
