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EXHIBIT 2.16
AMENDMENT AGREEMENT
This Amendment Agreement is entered into the 30th day of April 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 on 25
March, 1999 (the "Transaction Agreement").
(B) The parties have agreed to amend the Transaction Agreement as
set forth 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 with effect from the
date hereof the Transaction Agreement shall be amended as
follows:
(a) Clause 8.1 of the Transaction Agreement shall be
amended by the insertion of the following
sub-paragraph as Clause 8.1(d):
"by written notice given by M-R to Lason if on the
date of the hearing of the originating summons
(which, for the avoidance of doubt, is currently
scheduled for 13 May, 1999) the Directors of M-R
conclude in their reasonable opinion, after having
consulted with M-R's financial advisers, that they
cannot recommend the Acquisition to M-R's
shareholders."
(b) Clause 8.2(b) of the Transaction Agreement shall be
deleted in its entirety; and
(c) Clause 2(c) shall be renumbered as Clause 8.2(b) and
shall be amended by the insertion of the following
words after the words "Clause 8.1(b)(i) or (iii)
above":
"or Clause 8.1(d) above"
(d) Schedule 2 to the Transaction Agreement shall be
replaced in its entirety by the attached Schedule.
3. Except as expressly amended hereby, the Transaction 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.
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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
By: /S/ Xxxx X. Xxxxxx By: /S/ Xxxxx Xxxxxxx
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Name: Xxxx X. Xxxxxx Name: Xxxxx Xxxxxxx
Title: Chairman and Title: Executive Chairman
Chief Executive Officer
