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 ALPHANET, or any holder of 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 share of ALPHANET Common Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for the right to receive $4.05 in cash (the "Merger 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 ALPHANET, or any holder of 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 share of ALPHANET Common Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for the right to receive $4.05 in cash (the "“Merger Consideration"”). (c) Reserved.