Exhibit 99.2
THIRD AMENDMENT TO RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of
April 2, 2003, is between Elite Information Group, Inc. (formerly Broadway &
Seymour, Inc.), a Delaware corporation (the "Company"), and Equiserve Trust
Company, N.A., a national banking association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of April 14, 1999, as amended by the First Amendment to
Rights Agreement, dated December 14, 1999, between the Company and Rights Agent
and as further amended by the Second Amendment to Rights Agreement, dated July
27, 2000, between the Company and Rights Agent (collectively, the "Rights
Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 1.
Section 1 of the Rights Agreement is amended by adding thereto
subsections (cc) and (dd) which shall read as follows:
"(cc) `Agreement and Plan of Merger' shall mean the Agreement and Plan
of Merger, dated as of April 2, 2003, by and among The Thomson
Corporation, a corporation organized under the laws of Ontario, Canada
("Parent'), Gulf Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Sub"), and the Company, as
the same may be amended from time to time."
"(dd) `Stockholders Agreement' shall mean the Stockholders Support
Agreement, dated as of April 2, 2003, among Parent, Merger Sub and
each of the stockholders party thereto."
2. Amendment of Section 7.
Paragraph (a) of Section 7 of the Rights Agreement is amended by
deleting the word "or" immediately preceding clause (iii) thereof and deleting
the words "(the earliest of the times described in clauses (i), (ii) and (iii)
above being herein referred to as the "Expiration Date")" and by adding the
following new phrase immediately following clause (iii) thereof: "or (iv)
immediately prior to the acceptance for payment of, and payment for the Shares
pursuant to the Offer (as such terms are defined in the Agreement and Plan of
Merger) (the earliest of the
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times described in clauses (i), (ii), (iii) and (iv) above being herein referred
to as the "Expiration Date")."
3. Addition of New Section 35.
The Rights Agreement is amended by adding a Section 35 thereof which
shall read as follows:
"Section 35. Exception For Agreement and Plan of Merger.
Notwithstanding any provision of this Agreement to the contrary,
neither a Distribution Date, Section 11(a)(ii) Event, a Section 13
Event nor a Stock Acquisition Date shall be deemed to have occurred,
none of Parent or Merger Sub or any of their Affiliates or Associates
shall be deemed to have become an Acquiring Person, and no holder of
any Rights shall be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any of Sections 3(a), 7(a), 11(a)
or 13 of this Agreement, in any such case by reason of (a) the
approval, execution or delivery of the Agreement and Plan of Merger or
any amendments thereof approved in advance by the Board of Directors
of the Company, (b) the approval, execution or delivery of the
Stockholders Agreement or any amendments thereof approved in advance
by the Board of Directors of the Company, or (c) the commencement or,
prior to termination of the Agreement and Plan of Merger, the
consummation of any of the transactions contemplated by the Agreement
and Plan of Merger or the Stockholders Agreement in accordance with
their respective provisions, including, without limitation, the making
of the Offer, the acceptance of payment for shares of stock by Merger
Sub pursuant to the Offer and the Merger (as defined in the Agreement
and Plan of Merger)."
4. Effectiveness.
This Amendment shall be deemed effective as of April 2, 2003 as if
executed by both parties hereto on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
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5. Miscellaneous.
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. This Amendment may be executed in any
number of counterparts, 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. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal, 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
ELITE INFORMATION GROUP, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
EQUISERVE TRUST COMPANY, N.A.
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Managing Director
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