Exhibit 2.3
AMENDMENT TO ASSET PURCHASE AGREEMENT
AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment"), dated as of July
31, 2003, to the Asset Purchase Agreement (the "Agreement"), dated as of April
15, 2003, by and between Group 1 Software, Inc., a Delaware corporation
("Purchaser") and Sagent Technology, Inc., a Delaware corporation ("Seller").
RECITALS
WHEREAS, unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Agreement;
WHEREAS, on April 15, 2003 Seller and Purchaser executed the
Agreement, pursuant to which, among other things, Seller agreed to sell, and
Purchaser agreed to purchase, substantially all of the assets of Seller;
WHEREAS, the Agreement provides that either Purchaser or Seller may
terminate the Agreement in the event the closing has not taken place on or
before September 15, 2003 (the "Termination Date");
WHEREAS, in light of the fact that Seller has adjourned the special
meeting of stockholders until September 30, 2003, the parties desire to amend
the Agreement to extend the Termination Date until October 30, 2003;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and other good and valuable consideration, the
parties agree as follows:
Termination. The last sentence of Section 9.1(c) is hereby amended by deleting
the phrase "September 15, 2003" and replacing the following in lieu thereof:
"October 30, 2003."
Effectiveness. This Amendment shall be deemed effective as of the date first set
forth above. Except as amended hereby, the Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.
Governing Law. THIS AMENDMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Counterparts. This Amendment may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Amendment and all of
which, when taken together, will be deemed to constitute one and the same
agreement. Copies of executed counterparts transmitted by telecopy or other
electronic transmission service shall be considered original executed
counterparts, provided receipt of copies of such counterparts is confirmed.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
GROUP 1 SOFTWARE, INC.
By: /s/
--------------------------------
Name:
Title:
SAGENT TECHNOLOGY, INC.
By: /s/
--------------------------------
Name:
Title:
