Common use of Conversion and Exchange of Stock Clause in Contracts

Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of CIBER, CIBER SUB or SCB, or any holder of SCB Common Stock: (a) Each share of common stock, $0.01 par value per share, of CIBER SUB outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CIBER, be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, $0.01 par value per share, of the Surviving Corporation. (b) Each share of SCB Common Stock issued and outstanding immediately prior to the Effective Time (other than any share of SCB Common Stock as to which any SCB Shareholder has properly exercised its dissenter's rights under the TBCA (a "Dissenting Share") and any share of SCB Common Stock that is subject to the provisions of Section 2.5(d) ("2.5(d) Shares")) shall be exchanged for Stock Consideration and Cash Consideration with an aggregate value of $2.15 (the "Merger Consideration") in accordance with the procedures set forth herein, as follows: (i) At or prior to the Effective Time, CIBER shall elect by giving notice to SCB the percentage (the "Stock Percentage") of the Merger Consideration, if any, to be paid as Stock Consideration. The Stock Percentage shall not be greater than 50%. The product of (x) the Merger Consideration times (y) the Stock Percentage shall equal the "Stock Portion"; (ii) For each share of SCB Common Stock (other than Dissenting Shares and 2.5(d) Shares) the holder thereof shall have the right to receive a number of shares of CIBER Common Stock (the "Stock Consideration") obtained by dividing the Stock Portion by the CIBER Closing Stock Price (the "Stock Exchange Ratio"). The shares of CIBER Common Stock (if any) issuable to holders of SCB Common Stock shall be referred to herein as the "Shares"; and (iii) For each share of SCB Common Stock (other than Dissenting Shares and 2.5(d) Shares), the holder thereof shall have the right to receive an amount equal to the Merger Consideration less the Stock Portion in cash (the "Cash Consideration").

Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of CIBER, CIBER SUB or SCBALPHANET, or any holder of SCB ALPHANET Common Stock: (a) Each share of common stock, $0.01 par value per share, of CIBER SUB outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CIBER, be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, $0.01 par value per share, of the Surviving Corporation. (b) Each Subject to the provisions of Sections 2.5(c), (d) and (f), each share of SCB ALPHANET Common Stock issued and outstanding immediately prior to the Effective Time (other than any share of SCB Common Stock as to which any SCB Shareholder has properly exercised its dissenter's rights under the TBCA (a "Dissenting Share") and any share of SCB Common Stock that is subject to the provisions of Section 2.5(d) ("2.5(d) Shares")) shall be exchanged for Stock Consideration and or Cash Consideration with an aggregate value of $2.15 (the "Merger Consideration") in accordance with the procedures set forth herein, as follows: (i) At or prior Subject to the Effective TimeSection 2.5(d), CIBER shall elect by giving notice to SCB the percentage (the "Stock Percentage") of the Merger Consideration, if any, to be paid as Stock Consideration. The Stock Percentage shall not be greater than 50%. The product of (x) the Merger Consideration times (y) the Stock Percentage shall equal the "Stock Portion"; (ii) For for each share of SCB ALPHANET Common Stock with respect to which an election to receive CIBER Common Stock has been effectively made and not revoked pursuant to Section 2.7(b) (other than Dissenting Shares and 2.5(d) Shares) a "Stock Election"), the holder thereof shall have the right to receive a number of shares of CIBER Common Stock (the "Stock Consideration") obtained by multiplying such number of shares of ALPHANET Common Stock by the quotient obtained by dividing the Stock Portion $4.05 by the CIBER Closing Stock Price (the "Stock Exchange Ratio"). The shares of CIBER Common Stock (if any) issuable to holders of SCB ALPHANET Common Stock shall be referred to herein as the "Shares"; and (iiiii) For each share of SCB ALPHANET Common Stock with respect to which an election to receive cash has been effectively made and not revoked pursuant to Section 2.7(b) or with respect to which no election to receive CIBER Common Stock has been effectively made or which election has been revoked (other than Dissenting Shares and 2.5(d) Sharesa "Cash Election"), the holder thereof shall have the right to receive an amount equal to the Merger Consideration less the Stock Portion $4.05 in cash (the "Cash Consideration"). (c) Each Person who, at the Effective Time, is a record holder of shares of ALPHANET Common Stock shall have the right to submit an Election Form specifying the number of shares of ALPHANET Common Stock that such person desires to have converted into the right to receive CIBER Common Stock pursuant to a Stock Election, and the number of shares of ALPHANET Common Stock that such person desires to have converted into the right to receive Cash Consideration pursuant to a Cash Election. Any such record holder who fails properly to submit an Election Form on or prior to the Election Deadline in accordance with the procedures set forth in Section 2.7 shall be deemed to have made a Cash Election. (d) In the event the total number of shares subject to Stock Elections would require aggregate Stock Consideration to exceed 750,000 shares of CIBER Common Stock, each Stock Election shall be reduced pro rata by multiplying the number of shares of CIBER Common Stock subject to such Stock Election by the ratio obtained by dividing 750,000 shares by the total number of shares for which effective Stock Elections were made. All shares of ALPHANET Common Stock subject to a Stock Election that are not converted into the right to receive Stock Consideration in accordance with this Section 2.5(d) shall be converted into the right to receive Cash Consideration.

Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of CIBER, CIBER SUB or SCBARIS, or any holder of SCB ARIS Common Stock: (a) Each share of common stock, $0.01 par value per share, of CIBER SUB outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CIBER, be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, $0.01 par value per share, of the Surviving Corporation. (b) Each share of SCB ARIS Common Stock issued and outstanding immediately prior to the Effective Time (other than any share of SCB ARIS Common Stock as to which any SCB Shareholder has properly exercised its dissenter's dissenters rights under the TBCA WBCA (a "Dissenting Share") and any share of SCB Common Stock that is subject to the provisions of Section 2.5(d) ("2.5(d) Shares")) shall be exchanged for the Cash Consideration, and the Stock Consideration and (together with the Cash Consideration with an aggregate value of $2.15 (Consideration, the "Merger Consideration") in accordance with the procedures set forth herein, as follows: (i) At or prior to the Effective Time, CIBER shall elect by giving notice to SCB the percentage (the "Stock Percentage") of the Merger Consideration, if any, to be paid as Stock Consideration. The Stock Percentage shall not be greater than 50%. The product of (x) the Merger Consideration times (y) the Stock Percentage shall equal the "Stock Portion"; (ii) For each share of SCB Common Stock (other than Dissenting Shares and 2.5(d) Shares) the holder thereof shall have the right to receive a number of shares of CIBER Common Stock (the "Stock Consideration") obtained by dividing the Stock Portion by the CIBER Closing Stock Price (the "Stock Exchange Ratio"). The shares of CIBER Common Stock (if any) issuable to holders of SCB Common ARIS Stock shall be referred to herein as the "Shares."; and (iiib) For each share of SCB Common Stock (other than Each Dissenting Shares and 2.5(dShare shall not be converted as set forth in Section 2.5(a) Shares)above, the holder thereof but shall have be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Share pursuant to the WBCA; PROVIDED, HOWEVER, that each Dissenting Share in respect of which a claim for appraisal is irrevocably withdrawn after the Effective Time shall be deemed to be converted, as of the Effective Time, into the right to receive the Merger Consideration. (c) As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time all shares of the ARIS Common Stock shall cease to be outstanding and shall be canceled and retired, and each holder of shares of the ARIS Common Stock shall thereafter cease to have any rights with respect to such shares of the ARIS Common Stock, except the right to receive, without interest, the CIBER Common Stock in accordance with Article II hereof upon the surrender of a certificate representing such shares of the ARIS Common Stock (an amount "ARIS Stock Certificate") or, with respect to a Dissenting Share, the right to receive such consideration per Dissenting Share as such holders of Dissenting Shares may be determined to be entitled pursuant to the WBCA. (d) At the Effective Time, all stock options to purchase shares of ARIS Common Stock (each, an "ARIS Stock Option") that are then outstanding and unexercised, shall cease to represent a right to acquire shares of ARIS Common Stock and shall be converted automatically into options to acquire shares of CIBER Common Stock as provided below, and CIBER shall assume each ARIS Stock Option subject to the terms of any of the ARIS Stock Plans and the agreements evidencing grants thereunder. From and after the Effective Time, (i) the number of shares of CIBER Common Stock purchasable upon exercise of each outstanding ARIS Stock Option shall be equal to the product of (x) the number of shares of ARIS Common Stock that were purchasable under that Company Stock Option immediately prior to the Effective Time multiplied by (y) the Option Exchange Ratio (subject to adjustment as provided in this Agreement), rounded down to the nearest whole share of CIBER Common Stock, and (ii) the exercise price per share of CIBER Common Stock under each ARIS Stock Option shall be obtained by dividing (x) the exercise price per share of ARIS Common Stock of each ARIS Stock Option immediately prior to the Effective Time by (y) the Option Exchange Ratio (subject to adjustment as provided in this Agreement), and rounding up or down to the nearest cent. The Board of Directors of ARIS (or a duly empowered committee thereof) has adopted all resolutions and otherwise taken all action necessary to effectuate the foregoing. (e) Within 120 days after the Effective Time, CIBER shall offer to all former holders of ARIS Stock Options whose ARIS Stock Options were outstanding and unexercised at the Effective Time, and at the Effective Time had a per share exercise price equal to or greater than the dollar value of the per share Merger Consideration less ("Out-of-the-Money Stock Options"), the opportunity to exchange such Out-of-the-Money Stock Portion Options for options to purchase CIBER Common Stock ("New CIBER Options"). The New CIBER Options offered in such an exchange shall have an exercise price equal to the closing price of CIBER Common Stock on the New York Stock Exchange on the trading day immediately prior to the date of grant. The New CIBER Options shall be issued subject to the terms of the CIBER Employee Equity Incentive Plan. The number of New CIBER Options exchanged shall have approximately the same economic value as the Out-of-the-Money ARIS Stock Options using a Black-Scholes or similar valuation model calculation. (f) Prior to the Effective Time, CIBER shall reserve for issuance and make available for issuance in accordance with subsection (d) above the number of shares of CIBER Common Stock necessary to satisfy CIBER's obligations under Section 2.5. As soon as reasonably practicable after the Effective Time, but no later than three (3) business days after the Effective Time, CIBER shall file with the SEC a registration statement on Form S-8 under the Securities Act with respect to the shares of CIBER Common Stock which are subject to the ARIS Stock Options as provided in Section 2.5, and shall use reasonable best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or "blue sky" laws, for so long as any ARIS Stock Option remains outstanding. (g) At the Effective Time, warrants to purchase shares of ARIS Common Stock (each, an "ARIS Warrants") that are then outstanding and unexercised, shall cease to represent a right to acquire shares of ARIS Common Stock and shall be converted automatically into warrants to acquire shares of CIBER Common Stock as provided below, and CIBER shall assume each ARIS Warrant subject to the terms of the agreements evidencing grants thereunder. From and after the Effective Time, (i) the number of shares of CIBER Common Stock purchasable upon exercise of each outstanding ARIS Warrant shall be equal to the product of (x) the number of shares of ARIS Common Stock that were purchasable under that ARIS Warrant immediately prior to the Effective Time multiplied by (y) the Warrant Exchange Ratio (subject to adjustment as provided in this Agreement), rounded down to the nearest whole share of CIBER Common Stock, and (ii) the exercise price per share of CIBER Common Stock under each ARIS Warrant shall be obtained by dividing (x) the exercise price per share of ARIS Common Stock of each ARIS Warrant immediately prior to the Effective Time by (y) the Warrant Exchange Ratio (subject to adjustment as provided in this Agreement), and rounding up or down to the nearest cent. The Board of Directors of ARIS (or a duly empowered committee thereof) has adopted all resolutions and otherwise taken all action necessary to effectuate the foregoing. (h) No fractional share of CIBER Common Stock will be issued by virtue of the Merger but, in lieu thereof, CIBER shall pay to the Exchange Agent an amount of cash sufficient for the Exchange Agent to pay each former holder of shares of ARIS Common Stock who would otherwise be entitled to a fraction of a share of CIBER Common Stock (after aggregating all fractional shares of CIBER Common Stock to be received by such holder) an amount of cash (rounded to the "Cash Consideration")nearest whole cent) equal to the product obtained by multiplying (x) such fraction of a share of CIBER Common Stock by (y) the dollar value of the Merger Consideration per share.

Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of CIBER, CIBER SUB or SCBARIS, or any holder of SCB ARIS Common Stock: (a) Each share of common stock, $0.01 par value per share, of CIBER SUB outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CIBER, be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, $0.01 par value per share, of the Surviving Corporation. (b) Each share of SCB ARIS Common Stock issued and outstanding immediately prior to the Effective Time (other than any share of SCB ARIS Common Stock as to which any SCB Shareholder has properly exercised its dissenter's dissenters rights under the TBCA WBCA (a "Dissenting Share") and any share of SCB Common Stock that is subject to the provisions of Section 2.5(d) ("2.5(d) Shares")) shall be exchanged for the Cash Consideration, and the Stock Consideration and (together with the Cash Consideration with an aggregate value of $2.15 (Consideration, the "Merger Consideration") in accordance with the procedures set forth herein, as follows: (i) At or prior to the Effective Time, CIBER shall elect by giving notice to SCB the percentage (the "Stock Percentage") of the Merger Consideration, if any, to be paid as Stock Consideration. The Stock Percentage shall not be greater than 50%. The product of (x) the Merger Consideration times (y) the Stock Percentage shall equal the "Stock Portion"; (ii) For each share of SCB Common Stock (other than Dissenting Shares and 2.5(d) Shares) the holder thereof shall have the right to receive a number of shares of CIBER Common Stock (the "Stock Consideration") obtained by dividing the Stock Portion by the CIBER Closing Stock Price (the "Stock Exchange Ratio"). The shares of CIBER Common Stock (if any) issuable to holders of SCB Common ARIS Stock shall be referred to herein as the "Shares."; and (iiib) For each share of SCB Common Stock (other than Each Dissenting Shares and 2.5(dShare shall not be converted as set forth in Section 2.5(a) Shares)above, the holder thereof but shall have be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Share pursuant to the WBCA; provided, however, that each Dissenting Share in respect of which a claim for appraisal is irrevocably withdrawn after the Effective Time shall be deemed to be converted, as of the Effective Time, into the right to receive the Merger Consideration. (c) As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time all shares of the ARIS Common Stock shall cease to be outstanding and shall be canceled and retired, and each holder of shares of the ARIS Common Stock shall thereafter cease to have any rights with respect to such shares of the ARIS Common Stock, except the right to receive, without interest, the CIBER Common Stock in accordance with Article II hereof upon the surrender of a certificate representing such shares of the ARIS Common Stock (an amount "ARIS Stock Certificate") or, with respect to a Dissenting Share, the right to receive such consideration per Dissenting Share as such holders of Dissenting Shares may be determined to be entitled pursuant to the WBCA. (d) At the Effective Time, all stock options to purchase shares of ARIS Common Stock (each, an "ARIS Stock Option") that are then outstanding and unexercised, shall cease to represent a right to acquire shares of ARIS Common Stock and shall be converted automatically into options to acquire shares of CIBER Common Stock as provided below, and CIBER shall assume each ARIS Stock Option subject to the terms of any of the ARIS Stock Plans and the agreements evidencing grants thereunder. From and after the Effective Time, (i) the number of shares of CIBER Common Stock purchasable upon exercise of each outstanding ARIS Stock Option shall be equal to the product of (x) the number of shares of ARIS Common Stock that were purchasable under that Company Stock Option immediately prior to the Effective Time multiplied by (y) the Option Exchange Ratio (subject to adjustment as provided in this Agreement), rounded down to the nearest whole share of CIBER Common Stock, and (ii) the exercise price per share of CIBER Common Stock under each ARIS Stock Option shall be obtained by dividing (x) the exercise price per share of ARIS Common Stock of each ARIS Stock Option immediately prior to the Effective Time by (y) the Option Exchange Ratio (subject to adjustment as provided in this Agreement), and rounding up or down to the nearest cent. The Board of Directors of ARIS (or a duly empowered committee thereof) has adopted all resolutions and otherwise taken all action necessary to effectuate the foregoing. (e) Within 120 days after the Effective Time, CIBER shall offer to all former holders of ARIS Stock Options whose ARIS Stock Options were outstanding and unexercised at the Effective Time, and at the Effective Time had a per share exercise price equal to or greater than the dollar value of the per share Merger Consideration less ("Out-of-the-Money Stock Options"), the opportunity to exchange such Out-of-the-Money Stock Portion Options for options to purchase CIBER Common Stock ("New CIBER Options"). The New CIBER Options offered in such an exchange shall have an exercise price equal to the closing price of CIBER Common Stock on the New York Stock Exchange on the trading day immediately prior to the date of grant. The New CIBER Options shall be issued subject to the terms of the CIBER Employee Equity Incentive Plan. The number of New CIBER Options exchanged shall have approximately the same economic value as the Out-of-the-Money ARIS Stock Options using a Black-Scholes or similar valuation model calculation. (f) Prior to the Effective Time, CIBER shall reserve for issuance and make available for issuance in accordance with subsection (d) above the number of shares of CIBER Common Stock necessary to satisfy CIBER's obligations under Section 2.5. As soon as reasonably practicable after the Effective Time, but no later than three (3) business days after the Effective Time, CIBER shall file with the SEC a registration statement on Form S-8 under the Securities Act with respect to the shares of CIBER Common Stock which are subject to the ARIS Stock Options as provided in Section 2.5, and shall use reasonable best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or "blue sky" laws, for so long as any ARIS Stock Option remains outstanding. (g) At the Effective Time, warrants to purchase shares of ARIS Common Stock (each, an "ARIS Warrants") that are then outstanding and unexercised, shall cease to represent a right to acquire shares of ARIS Common Stock and shall be converted automatically into warrants to acquire shares of CIBER Common Stock as provided below, and CIBER shall assume each ARIS Warrant subject to the terms of the agreements evidencing grants thereunder. From and after the Effective Time, (i) the number of shares of CIBER Common Stock purchasable upon exercise of each outstanding ARIS Warrant shall be equal to the product of (x) the number of shares of ARIS Common Stock that were purchasable under that ARIS Warrant immediately prior to the Effective Time multiplied by (y) the Warrant Exchange Ratio (subject to adjustment as provided in this Agreement), rounded down to the nearest whole share of CIBER Common Stock, and (ii) the exercise price per share of CIBER Common Stock under each ARIS Warrant shall be obtained by dividing (x) the exercise price per share of ARIS Common Stock of each ARIS Warrant immediately prior to the Effective Time by (y) the Warrant Exchange Ratio (subject to adjustment as provided in this Agreement), and rounding up or down to the nearest cent. The Board of Directors of ARIS (or a duly empowered committee thereof) has adopted all resolutions and otherwise taken all action necessary to effectuate the foregoing. (h) No fractional share of CIBER Common Stock will be issued by virtue of the Merger but, in lieu thereof, CIBER shall pay to the Exchange Agent an amount of cash sufficient for the Exchange Agent to pay each former holder of shares of ARIS Common Stock who would otherwise be entitled to a fraction of a share of CIBER Common Stock (after aggregating all fractional shares of CIBER Common Stock to be received by such holder) an amount of cash (rounded to the "Cash Consideration")nearest whole cent) equal to the product obtained by multiplying (x) such fraction of a share of CIBER Common Stock by (y) the dollar value of the Merger Consideration per share.

Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of CIBER, CIBER SUB or SCBALPHANET, or any holder of SCB ALPHANET Common Stock: (a) Each share of common stock, $0.01 par value per share, of CIBER SUB outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CIBER, be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, $0.01 par value per share, of the Surviving Corporation. (b) Each Subject to the provisions of Sections 2.5(c), (d) and (f), each share of SCB ALPHANET Common Stock issued and outstanding immediately prior to the Effective Time (other than any share of SCB Common Stock as to which any SCB Shareholder has properly exercised its dissenter's rights under the TBCA (a "Dissenting Share") and any share of SCB Common Stock that is subject to the provisions of Section 2.5(d) ("2.5(d) Shares")) shall be exchanged for Stock Consideration and or Cash Consideration with an aggregate value of $2.15 (the "“Merger Consideration"”) in accordance with the procedures set forth herein, as follows: (i) At or prior Subject to the Effective TimeSection 2.5(d), CIBER shall elect by giving notice to SCB the percentage (the "Stock Percentage") of the Merger Consideration, if any, to be paid as Stock Consideration. The Stock Percentage shall not be greater than 50%. The product of (x) the Merger Consideration times (y) the Stock Percentage shall equal the "Stock Portion"; (ii) For for each share of SCB ALPHANET Common Stock with respect to which an election to receive CIBER Common Stock has been effectively made and not revoked pursuant to Section 2.7(b) (other than Dissenting Shares and 2.5(d) Shares) a “Stock Election”), the holder thereof shall have the right to receive a number of shares of CIBER Common Stock (the "“Stock Consideration"”) obtained by multiplying such number of shares of ALPHANET Common Stock by the quotient obtained by dividing the Stock Portion $4.05 by the CIBER Closing Stock Price (the "“Stock Exchange Ratio"”). The shares of CIBER Common Stock (if any) issuable to holders of SCB ALPHANET Common Stock shall be referred to herein as the "“Shares"”; and (iiiii) For each share of SCB ALPHANET Common Stock with respect to which an election to receive cash has been effectively made and not revoked pursuant to Section 2.7(b) or with respect to which no election to receive CIBER Common Stock has been effectively made or which election has been revoked (other than Dissenting Shares and 2.5(d) Sharesa “Cash Election”), the holder thereof shall have the right to receive an amount equal to the Merger Consideration less the Stock Portion $4.05 in cash (the "“Cash Consideration"”). (c) Each Person who, at the Effective Time, is a record holder of shares of ALPHANET Common Stock shall have the right to submit an Election Form specifying the number of shares of ALPHANET Common Stock that such person desires to have converted into the right to receive CIBER Common Stock pursuant to a Stock Election, and the number of shares of ALPHANET Common Stock that such person desires to have converted into the right to receive Cash Consideration pursuant to a Cash Election. Any such record holder who fails properly to submit an Election Form on or prior to the Election Deadline in accordance with the procedures set forth in Section 2.7 shall be deemed to have made a Cash Election. (d) In the event the total number of shares subject to Stock Elections would require aggregate Stock Consideration to exceed 750,000 shares of CIBER Common Stock, each Stock Election shall be reduced pro rata by multiplying the number of shares of CIBER Common Stock subject to such Stock Election by the ratio obtained by dividing 750,000 shares by the total number of shares for which effective Stock Elections were made. All shares of ALPHANET Common Stock subject to a Stock Election that are not converted into the right to receive Stock Consideration in accordance with this Section 2.5(d) shall be converted into the right to receive Cash Consideration.