Common use of Adjustment for Consolidation, Merger or Other Reorganization Event Clause in Contracts

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of CIBER, or any surviving entity or subsequent surviving entity of CIBER (a "CIBER Successor"), with or into another entity (other than a consolidation or merger in which CIBER is the continuing corporation and in which the CIBER Common Stock outstanding immediately prior to the consolidation or merger is not exchanged for cash, securities or other property of CIBER or another corporation), (ii) any sale, transfer, lease or conveyance to another entity of the property of CIBER or any CIBER Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of CIBER or any CIBER Successor with another entity (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution, winding up or bankruptcy of CIBER or any CIBER Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Payment Rate Formula used to determine the amount payable on the Maturity Date for each STRYPES will be adjusted to provide that each Holder of STRYPES will receive on the Maturity Date for each STRYPES cash in an amount equal to (a) if the Transaction Value is greater than or equal to the Threshold Appreciation Price, _____ (subject to adjustment in the same manner and to the same extent as the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) multiplied by the Transaction Value, (b) if the Transaction Value is less than the Threshold Appreciation Price but greater than the Initial Appreciation Cap, the Initial Appreciation Cap, (c) if the Transaction Value is less than or equal to the Initial Appreciation Cap but is greater than or equal to the Initial Price, the Transaction Value, (d) if the Transaction Value is less than the Initial Price but is greater than or equal to the Downside Protection Threshold Price, the Initial Price and (e) if the Maturity Price is less than the Downside Protection Threshold Price, _____ (subject to adjustment in the same manner and to the same extent as the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) multiplied by the Transaction Value. Notwithstanding the foregoing, if any Marketable Securities are received by holders of CIBER Common Stock in such Reorganization Event, then in lieu of delivering cash as provided above, the Company may at its option deliver an equivalent amount (based on the value determined in accordance with clause (z) of the definition of "Transaction Value") of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities. If the Company elects to deliver Marketable Securities, Holders of the STRYPES will be responsible for the payment of any and all brokerage and other transactional costs upon the sale of such securities.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of CIBERan Exchange Issuer, or any surviving entity or subsequent surviving entity of CIBER an Exchange Issuer (a an "CIBER Exchange Issuer Successor"), with or into another entity (other than a merger or consolidation or merger in which CIBER such Exchange Issuer is the continuing corporation and in which the CIBER Common Stock Exchange Issuer Securities outstanding immediately prior to the merger or consolidation or merger is are not exchanged for cash, securities or other property of CIBER such Exchange Issuer or another corporation), (ii) any sale, transfer, lease or conveyance to another entity corporation of the property of CIBER such Exchange Issuer or any CIBER Exchange Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of CIBER such Exchange Issuer or any CIBER Exchange Issuer Successor with another entity corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution, dissolution or winding up or bankruptcy of CIBER such Exchange Issuer or any CIBER Exchange Issuer Successor (any such event described in clause (i), (ii), (iii) or (iv)event, a "Reorganization Event"), the Payment Exchange Rate Formula used to determine the amount payable on the upon exchange at Maturity Date for each STRYPES MEDS of the relevant series will be adjusted to provide that each Holder holder of STRYPES MEDS of such series will receive on the at Maturity Date for each STRYPES cash in an amount equal to (a) if the Transaction Value (as defined below) is greater than or equal to the Threshold Appreciation Price, _____ the product of (subject to adjustment in I) a fraction, the same manner numerator of which is one and to the same extent as denominator of which is the Share Components in sum of one and the Payment Rate Formula are adjusted as described in paragraph Conversion Premium and (aII) above) multiplied by the Transaction Value, (b) if the Transaction Value is less than the Threshold Appreciation Price but greater than the Initial Appreciation CapPrice, the Initial Appreciation Cap, Price and (c) if the Transaction Value is less than or equal to the Initial Appreciation Cap but is greater than or equal to the Initial Price, the Transaction Value. "Transaction Value" means (x) for any cash received in any such Reorganization Event, the amount of cash received per Exchange Issuer Security, (dy) if the Transaction Value is less for any property other than the Initial Price but is greater than cash or securities received in any such Reorganization Event, an amount equal to the Downside Protection Threshold Price, market value at Maturity of such property received per Exchange Issuer Security as determined by a nationally recognized independent investment banking firm retained for such purpose by the Initial Price Company and (ez) if the Maturity Price is less than the Downside Protection Threshold Pricefor any securities received in any such Reorganization Event, _____ (subject to adjustment in the same manner and an amount equal to the same extent as average Closing Price per security of such securities on the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) 20 Trading Days immediately prior to Maturity, multiplied by the Transaction Valuenumber of such securities received for each Exchange Issuer Security. Notwithstanding the foregoing, if any Marketable Securities are received by holders of CIBER Common Stock in such Reorganization Event, then in lieu of delivering cash as provided above, the Company may at its option deliver an equivalent amount (based on the value of securities or other property received in such Reorganization Event, determined in accordance with clause (y) or (z) above, as applicable. The kind and amount of securities into which the MEDS of the definition of "Transaction Value") of Marketable Securities, but not exceeding, as a percentage of the total consideration required to relevant series shall be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities. If the Company elects to deliver Marketable Securities, Holders of the STRYPES will be responsible for the payment of any and all brokerage and other transactional costs upon the sale exchangeable after consummation of such securitiestransaction shall be subject to adjustment as described in paragraph (a) above following the date of consummation of such transaction.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of CIBEREnhance, or any surviving entity or subsequent surviving entity of CIBER Enhance (a an "CIBER Enhance Successor"), with or into another entity (other than a merger or consolidation or merger in which CIBER Enhance is the continuing corporation and in which the CIBER Enhance Common Stock outstanding immediately prior to the merger or consolidation or merger is not exchanged for cash, securities or other property of CIBER Enhance or another corporation), (ii) any sale, transfer, lease or conveyance to another entity corporation of the property of CIBER Enhance, or any CIBER Successor Enhance Successor, as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of CIBER Enhance or any CIBER Enhance Successor with another entity corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution, dissolution or winding up or bankruptcy of CIBER Enhance or any CIBER Enhance Successor (any such event described in clause (i), (ii), (iii) or (iv)event, a "Reorganization Event"), the Payment Rate Formula used to determine the amount payable on the Maturity Date for each STRYPES will be adjusted to provide that each Holder of STRYPES DECS will receive on the Maturity Date for each STRYPES at Maturity, in lieu of shares of Enhance Common Stock, as required by Section 202, cash in an amount equal to (a) if the Transaction Value is greater than or equal to the Threshold Appreciation Price, _______ (subject to adjustment in the same manner and to the same extent as the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) multiplied by the Transaction Value, (b) if the Transaction Value is less than the Threshold Appreciation Price but greater than the Initial Appreciation CapPrice, the Initial Appreciation Cap, Price and (c) if the Transaction Value is less than or equal to the Initial Appreciation Cap but is greater than or equal to the Initial Price, the Transaction Value, (d) if the Transaction Value is less than the Initial Price but is greater than or equal to the Downside Protection Threshold Price, the Initial Price and (e) if the Maturity Price is less than the Downside Protection Threshold Price, _____ (subject to adjustment in the same manner and to the same extent as the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) multiplied by the Transaction Value. Notwithstanding the foregoing, if any Marketable Securities are received by holders of CIBER Common Stock in such Reorganization Event, then in lieu of delivering cash as provided above, the Company may at its option deliver an equivalent amount (based on the value of securities or other property received in such Reorganization Event, determined in accordance with clause (y) or (z) of the definition of "Transaction Value") of Marketable Securities, but not exceedingValue set forth in Section 101, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securitiesapplicable. If the Company elects to deliver Marketable Securitiessecurities or other property, Holders of the STRYPES DECS will be responsible for the payment of any and all brokerage and other transactional transaction costs upon the sale of such securitiessecurities or other property. The kind and amount of securities into which the DECS shall be exchangeable after consummation of such transaction shall be subject to adjustment as described in paragraph (a) of this Section following the date of consummation of such transaction.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of CIBEREOG, or any surviving entity or subsequent surviving entity of CIBER EOG (a an "CIBER EOG Successor"), with or into another entity (other than a merger or consolidation or merger in which CIBER EOG is the continuing corporation and in which the CIBER EOG Common Stock outstanding immediately prior to the merger or consolidation or merger is not exchanged for cash, securities or other property of CIBER EOG or another corporationPerson), (ii) any sale, transfer, lease or conveyance to another entity Person of the property of CIBER EOG or any CIBER EOG Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of CIBER EOG or any CIBER EOG Successor with another entity Person (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution, dissolution or winding up or bankruptcy of CIBER EOG or any CIBER EOG Successor (any such event described in clause (i), (ii), (iii) or (iv)event, a "Reorganization Event"), the Payment Exchange Rate Formula used to determine the amount payable on the upon exchange at Maturity Date for each STRYPES 2002 Exchangeable Note will be adjusted to provide that each Holder holder of STRYPES 2002 Exchangeable Notes will receive on the at Maturity Date for each STRYPES cash in an amount equal to (a) if the Transaction Value (as defined below) is greater than or equal to the Threshold Appreciation Price, _____ (subject to adjustment in the same manner and to the same extent as the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) multiplied by the Transaction Value, (b) if the Transaction Value is less than the Threshold Appreciation Price but greater than the Initial Appreciation CapPrice, the Initial Appreciation Cap, Price and (c) if the Transaction Value is less than or equal to the Initial Appreciation Cap but is greater than or equal to the Initial Price, the Transaction Value. "Transaction Value" means (x) for any cash received in any such Reorganization Event, the amount of cash received per share of EOG Common Stock, (dy) if the Transaction Value is less for any property other than the Initial Price but is greater than cash or securities received in any such Reorganization Event, an amount equal to the Downside Protection Threshold Price, market value at Maturity of such property received per share of EOG Common Stock as determined by a nationally recognized independent investment banking firm retained for this purpose by the Initial Price Company and (ez) if the Maturity Price is less than the Downside Protection Threshold Pricefor any securities received in any such Reorganization Event, _____ (subject to adjustment in the same manner and an amount equal to the same extent as average Closing Price per share of such securities for the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) 20 Trading Days immediately prior to Maturity, multiplied by the Transaction Valuenumber of such securities received for each share of EOG Common Stock. Notwithstanding the foregoing, if any Marketable Securities are received by holders of CIBER Common Stock in such Reorganization Event, then in lieu of delivering cash as provided above, the Company may may, at its option option, deliver an equivalent amount (based on the value of securities or other property received in such Reorganization Event, determined in accordance with clause (y) or (z) of the definition of "Transaction Value") of Marketable Securities, but not exceedingabove, as a percentage applicable. The kind and amount of securities into which the total consideration required to 2002 Exchangeable Notes shall be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities. If the Company elects to deliver Marketable Securities, Holders of the STRYPES will be responsible for the payment of any and all brokerage and other transactional costs upon the sale exchangeable after consummation of such securitiestransaction shall be subject to adjustment as described in paragraph (a) above following the date of consummation of such transaction.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation consolidation, amalgamation or merger of CIBERthe Company, or any surviving entity or subsequent surviving entity of CIBER the Company (a "CIBER Company Successor"), with or into another entity (other than a consolidation consolidation, amalgamation or merger in which CIBER the Company is the continuing corporation and in which the CIBER Class A Common Stock outstanding immediately prior to the consolidation consolidation, amalgamation or merger is are not exchanged for cash, securities or other property of CIBER the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another entity corporation of the property of CIBER the Company or any CIBER Company Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of CIBER or any CIBER Successor with another entity (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution, winding up or bankruptcy of CIBER or any CIBER Successor (any such event described in clause as (i), (ii), (iii) or (iv), a "Reorganization Event"), the Payment Rate Formula used to determine the amount payable on the Maturity Date for each STRYPES will be adjusted to provide that each Holder of STRYPES will receive on the Maturity Date for each STRYPES cash in an amount equal to (a) if the Transaction Value is greater than or equal to the Threshold Appreciation Price, _____ (subject to adjustment in the same manner and to the same extent as the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) multiplied by the Transaction Value, (b) if the Transaction Value is less than the Appreciation Threshold Appreciation Price but equal to or greater than the Initial Appreciation CapPrice, the Initial Appreciation CapPrice, (cii) if the Transaction Value is less than or equal to the Initial Appreciation Cap but is or greater than or equal to the Initial Appreciation Threshold Price, o multiplied by the Transaction Value, and (diii) if the Transaction Value is less than the Initial Price but is greater than or equal to the Downside Protection Threshold Price, the Initial Price and (e) if the Maturity Price is less than the Downside Protection Threshold Price, _____ (subject to adjustment in the same manner and to the same extent as the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) multiplied by the Transaction Value. Notwithstanding the foregoing, if any Marketable Securities are the consideration received by the holders of CIBER the Class A Common Stock in such the Reorganization EventEvent (the "Merger Consideration") includes any Marketable Securities, then Seller may, at its option, in lieu of delivering cash as provided described above, the Company may at its option deliver an equivalent amount (based on the value determined in accordance with clause (z) of the definition of "Transaction Value") of such Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities. If . (b) Notwithstanding Section 6.2(a), if at least 30% of the Company elects Merger Consideration in any Reorganization Event consists of cash or cash equivalents (a "Cash Merger"), then Seller shall be required (i) within five Business Days after Seller receives the Merger Consideration, to deliver the Accelerated Portion to Purchaser, provided that to the extent the Accelerated Portion consists of property other than cash or cash equivalents, Seller may, at its option, deliver, in lieu of such other property, cash in an amount equal to the Value of such other property; and (ii) on the Exchange Date, to deliver to Purchaser the number of Marketable Securities equal to the product of (x) the Firm Stock Base Amount and (y) the Exchange Rate, adjusted as described in the next sentence, and the provisions of Section 2.3(b) shall apply mutatis mutandis to such Marketable Securities. For purposes of calculating such Exchange Rate, Holders (A) the Initial Price and Appreciation Threshold Price shall each be adjusted by multiplying the Initial Price or Appreciation Threshold Price, as applicable, as then in effect, by a fraction, the numerator of which is the Value of a share of the STRYPES will Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed, and the denominator of which shall be responsible the Transaction Value; and (B) the Exchange Rate shall be adjusted by multiplying the Exchange Rate (computed on the basis of the adjusted Initial Price and Appreciation Threshold Price and the Average Market Price of the Marketable Securities) by a fraction, the numerator of which is the aggregate Value of the Marketable Securities included in the Merger Consideration received in exchange for a single share of Class A Common Stock, and the payment denominator of any and all brokerage and other transactional costs upon which is the sale Value of such securitiesa share of the Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of CIBERan Exchange Issuer, or any surviving entity or subsequent surviving entity of CIBER an Exchange Issuer (a an "CIBER Exchange Issuer Successor"), with or into another entity (other than a merger or consolidation or merger in which CIBER such Exchange Issuer is the continuing corporation and in which the CIBER Common Stock Exchange Issuer Securities outstanding immediately prior to the merger or consolidation or merger is are not exchanged for cash, securities or other property of CIBER such Exchange Issuer or another corporation), (ii) any sale, transfer, lease or conveyance to another entity corporation of the property of CIBER such Exchange Issuer or any CIBER Exchange Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of CIBER such Exchange Issuer or any CIBER Exchange Issuer Successor with another entity corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution, dissolution or winding up or bankruptcy of CIBER such Exchange Issuer or any CIBER Exchange Issuer Successor (any such event described in clause (i), (ii), (iii) or (iv)event, a "Reorganization Event"), the Payment Exchange Rate Formula used to determine the amount payable on the upon exchange at Maturity Date for each STRYPES MEDS of the relevant series will be adjusted to provide that each Holder holder of STRYPES MEDS of such series will receive on the at Maturity Date for each STRYPES cash in an amount equal to (a) if the Transaction Value (as defined below) is greater than or equal to the Threshold Appreciation Price, _____ the product of (subject to adjustment in I) a fraction, the same manner numerator of which is one and to the same extent as denominator of which is the Share Components in sum of one and the Payment Rate Formula are adjusted as described in paragraph Conversion Premium and (aII) above) multiplied by the Transaction Value, (b) if the Transaction Value is less than the Threshold Appreciation Price but greater than the Initial Appreciation CapPrice, the Initial Appreciation Cap, Price and (c) if the Transaction Value is less than or equal to the Initial Appreciation Cap but is greater than or equal to the Initial Price, the Transaction Value. "Transaction Value" means (x) for any cash received in any such Reorganization Event, the amount of cash received per Exchange Issuer Security, (dy) if the Transaction Value is less for any property other than the Initial Price but is greater than cash or securities received in any such Reorganization Event, an amount equal to the Downside Protection Threshold Price, market value at Maturity of such property received per Exchange Issuer Security as determined by a nationally recognized independent investment banking firm retained for such purpose by the Initial Price Company and (ez) if the Maturity Price is less than the Downside Protection Threshold Pricefor any securities received in any such Reorganization Event, _____ (subject to adjustment in the same manner and an amount equal to the same extent as average Closing Price per security of such securities on the Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) 20 Trading Days immediately prior to Maturity, multiplied by the Transaction Valuenumber of such securities received for each Exchange Issuer Security. Notwithstanding the foregoing, if any Marketable Securities are received by holders of CIBER Common Stock in such Reorganization Event, then in lieu of delivering cash as provided above, the Company may at its option deliver an equivalent amount (based on the value of securities or other property received in such Reorganization Event, determined in accordance with clause (y) or (z) above, as applicable. The kind and amount of securities into which the MEDS of the definition of "Transaction Value") of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities. If the Company elects to deliver Marketable Securities, Holders of the STRYPES will be responsible for the payment of any and all brokerage and other transactional costs upon the sale of such securities.relevant series shall be