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EXHIBIT 2.17
AMENDMENT AGREEMENT
This Amendment Agreement is entered into this 13th day of May 1999 between:
(1) M-R Group plc ("M-R"); and
(2) Lason, Inc. ("Lason").
WHEREAS:
(A) M-R and Lason entered into a transaction agreement 25 March, 1999 (the
"Transaction Agreement").
(B) The parties entered into an amendment agreement to the Transaction
Agreement on 30 April, 1999 (the "Amendment Agreement").
(C) The parties have agreed to further amend the Transaction Agreement as
set out below.
IT IS AGREED:
1. Capitalised terms used but not otherwise defined in this Amendment
Agreement shall have the meanings given to them in the Transaction
Agreement.
2. Each of the parties hereto agrees that the number of shares of Lason
Common Stock to be issued to M-R Shareholders as consideration under
the Scheme has been varied from that specified in the Press
Announcement to the following:
for every 100 M-R Shares 5.376 new Lason Common Stock
and so in proportion for any other number of M-R Shares held.
3. Except as expressly amended hereby, the Transaction Agreement, as
amended by the Amendment Agreement, shall remain in full force and
effect in accordance with its terms.
4. This Agreement shall be governed by and construed in accordance with
English law.
IN WITNESS WHEREOF, Lason and M-R have caused this Amendment Agreement to be
duly executed as of the day and year first above written.
LASON M-R GROUP PLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx Name: Xxxxx Xxxxxxx
Title: Executive Vice President, CFO Title: Executive Chairman
Secretary and Treasurer
