Exhibit 4.3
SECOND AMENDMENT
TO
SHAREHOLDER RIGHTS AGREEMENT
This SECOND AMENDMENT TO THE SHAREHOLDER RIGHTS AGREEMENT dated July 8, 1996,
between Dataware Technologies, Inc., a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company, a New York corporation, as Rights
Agent, as amended (the "Agreement"), is dated as of December 14, 1999.
Capitalized terms used and not defined herein have the same respective meanings
as in the Agreement. Except as set forth herein, the Agreement shall remain in
force without change.
On December 14, 1999 the Board of Directors approved the Second Amendment to
the Agreement (the "Second Amendment") for the purpose of deleting from the
Agreement all requirements that the approval or concurrence of the Continuing
Directors be obtained to effect certain actions under the Agreement.
Accordingly, in consideration of the premises and the mutual agreements herein
set forth, the parties agree as follows:
Section 1. Amendments. The Agreement is hereby amended as follows:
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(a) The text of Section 1(i) of the Agreement is hereby deleted in its
entirety and the phrase "[Deleted]" is substituted in place thereof.
(b) The phrase "a majority of Continuing Directors who are not officers of
the Company and who are not representatives, nominees, Affiliates or Associates
of an Acquiring Person or Persons making such tender or exchange offer" in
Section 11(a)(iii) of the Agreement, is hereby deleted, and the phrase "two-
thirds of the Directors of the Company then in office," is substituted in place
thereof.
(c) The phrase "which such Continuing Directors deem relevant," in Section
11(a)(iii) is hereby deleted and the phrase "which such Directors deem
relevant," is substituted in place thereof.
(d) The phrase "a majority of the Continuing Directors then in office," in
each instance that it appears in Sections 11(a)(iv) of the Agreement, is hereby
deleted, and the phrase "two-thirds of the Directors of the Company then in
office," is substituted in place thereof.
(e) The text "then the Continuing Directors on the Board of Directors of the
Company (or, if none, a committee composed of one or more of the Continuing
Directors who were in office immediately before the transaction described in the
first sentence of Section 13(a))" in Section 13(c) of the Agreement, is hereby
deleted, and the phrase "then the Board of Directors of the Company," is
substituted in place thereof.
(f) The text in Section 23(a), "then there must be Continuing Directors then
in office and such authorization shall require the approval of a majority of
such Continuing Directors," is hereby deleted and the clause, "then such
authorization shall require the approval of two-thirds of the Directors of the
Company then in office," is substituted in place thereof.
(g) The parenthetical clause "shall be effective only if there are
Continuing Directors and shall require the concurrence of a majority of such
Continuing Directors" as it appears in Section 27 of the Agreement is hereby
deleted, and the clause, "shall require the concurrence of two-thirds of the
Directors of the Company then in office," is substituted in place thereof.
Section 2. Effect of Amendment; Ratification. Except as expressly amended
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hereby, the Rights Plan is hereby ratified and confirmed in all respects and
shall continue in full force and effect. All references in the Agreement, any
Rights Certificate or any related agreement, instrument or document shall
hereafter refer to the Agreement as amended hereby.
Section 3. Counterparts. The Second Amendment may be executed in any number
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of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
[CORPORATE SEAL] DATAWARE TECHNOLOGIES, INC.
Attest
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxx, President and
Assistant Secretary Chief Executive Officer
[CORPORATE SEAL] AMERICAN STOCK TRANSFER AND
TRUST COMPANY
Attest
By: /s/ Xxxxxxx Xxxxxx
By:------------------------ ------------------------
Name: Name: Xxxxxxx Xxxxxx
Title: Title: Vice President
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