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 the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Company or any Company Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Purchaser shall receive, in lieu of the Contract Shares, cash in an amount equal to the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount (if any) and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, _________ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the following paragraph) 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.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of the CompanyCIBER, or any surviving entity or subsequent surviving entity of the Company CIBER (a "Company CIBER Successor"), with or into another entity (other than a consolidation or merger or consolidation in which the Company CIBER is the continuing corporation and in which the CIBER Common Stock outstanding immediately prior to the consolidation or merger or consolidation is not exchanged for cash, securities or other property of the Company CIBER or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation entity of the property of the Company CIBER or any Company CIBER Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Company CIBER or any Company CIBER Successor with another corporation entity (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or dissolution, winding up or bankruptcy of the Company CIBER or any Company CIBER Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Payment Rate shall Formula used to determine the amount payable on the Maturity Date for each STRYPES will be adjusted so to provide that each Holder of STRYPES will receive on the Exchange Maturity Date Purchaser shall receive, in lieu of the Contract Shares, for each STRYPES cash in an amount equal to (a) if the product of Transaction Value is greater than or equal to the Threshold Appreciation Price, _____ (xsubject 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 Firm Share Base Amount plus the Additional Share Base Amount Transaction Value, (if any) and (y)(ib) if the Transaction Value is less than the Threshold Appreciation Threshold Price but equal to or greater than the Initial PriceAppreciation Cap, the Initial PriceAppreciation Cap, (iic) if the Transaction Value is less than or equal to or the Initial Appreciation Cap but is greater than or equal to the Appreciation Threshold Initial Price, _________ multiplied by the Transaction Value, and (iiid) 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, Seller may, at its option, then in lieu of delivering cash as described provided above, the Company may at its option deliver an equivalent amount (based on the value determined in accordance with clause (z) of the following paragraphdefinition 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 the Companyan Exchange Issuer, or any surviving entity or subsequent surviving entity of the Company an Exchange Issuer (a an "Company Exchange Issuer Successor"), with or into another entity (other than a merger or consolidation in which the Company such Exchange Issuer is the continuing corporation and in which the Common Stock Exchange Issuer Securities outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company such Exchange Issuer or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company such Exchange Issuer or any Company Exchange Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Company such Exchange Issuer or any Company Exchange Issuer Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Company such Exchange Issuer or any Company Exchange Issuer Successor (any such event described in clause (i), (ii), (iii) or (iv)event, a "Reorganization Event"), the Exchange Rate shall used to determine the amount payable upon exchange at Maturity for each MEDS of the relevant series will be adjusted so to provide that on the Exchange Date Purchaser shall receive, in lieu each holder of the Contract Shares, MEDS of such series will receive at Maturity 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 (xI) a fraction, the numerator of which is one and the denominator of which is the sum of one and the Conversion Premium and (II) the Firm Share Base Amount plus the Additional Share Base Amount Transaction Value, (if any) and (y)(ib) if the Transaction Value is less than the Threshold Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, _________ multiplied by the Transaction Value, Price and (iiic) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. Notwithstanding the foregoing, if "Transaction Value" means (x) for any Marketable Securities are cash received by holders of Common Stock in any such Reorganization Event, Seller maythe amount of cash received per Exchange Issuer Security, (y) for any property other than cash or securities received in any such Reorganization Event, an amount equal to the market value at its optionMaturity of such property received per Exchange Issuer Security as determined by a nationally recognized independent investment banking firm retained for such purpose by the Company and (z) for any securities received in any such Reorganization Event, an amount equal to the average Closing Price per security of such securities on the 20 Trading Days immediately prior to Maturity, multiplied by the number of such securities received for each Exchange Issuer Security. Notwithstanding the foregoing, in lieu of delivering cash as described 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 relevant series shall be exchangeable after consummation of such transaction shall be subject to adjustment as described in paragraph (a) above following paragraph) the date of Marketable Securities, but not exceeding, as a percentage consummation of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securitiestransaction.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of the Companyan Exchange Issuer, or any surviving entity or subsequent surviving entity of the Company an Exchange Issuer (a an "Company Exchange Issuer Successor"), with or into another entity (other than a merger or consolidation in which the Company such Exchange Issuer is the continuing corporation and in which the Common Stock Exchange Issuer Securities outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company such Exchange Issuer or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company such Exchange Issuer or any Company Exchange Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Company such Exchange Issuer or any Company Exchange Issuer Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Company such Exchange Issuer or any Company Exchange Issuer Successor (any such event described in clause (i), (ii), (iii) or (iv)event, a "Reorganization Event"), the Exchange Rate shall used to determine the amount payable upon exchange at Maturity for each MEDS of the relevant series will be adjusted so to provide that on the Exchange Date Purchaser shall receive, in lieu each holder of the Contract Shares, MEDS of such series will receive at Maturity 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 (xI) a fraction, the numerator of which is one and the denominator of which is the sum of one and the Conversion Premium and (II) the Firm Share Base Amount plus the Additional Share Base Amount Transaction Value, (if any) and (y)(ib) if the Transaction Value is less than the Threshold Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, _________ multiplied by the Transaction Value, Price and (iiic) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. Notwithstanding the foregoing, if "Transaction Value" means (x) for any Marketable Securities are cash received by holders of Common Stock in any such Reorganization Event, Seller maythe amount of cash received per Exchange Issuer Security, (y) for any property other than cash or securities received in any such Reorganization Event, an amount equal to the market value at its optionMaturity of such property received per Exchange Issuer Security as determined by a nationally recognized independent investment banking firm retained for such purpose by the Company and (z) for any securities received in any such Reorganization Event, an amount equal to the average Closing Price per security of such securities on the 20 Trading Days immediately prior to Maturity, multiplied by the number of such securities received for each Exchange Issuer Security. Notwithstanding the foregoing, in lieu of delivering cash as described 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 following paragraph) 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.relevant series shall be

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of the CompanyEnhance, or any surviving entity or subsequent surviving entity of the Company Enhance (a an "Company Enhance Successor"), with or into another entity (other than a merger or consolidation in which the Company Enhance is the continuing corporation and in which the Enhance Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company Enhance or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company Enhance, or any Company Successor Enhance Successor, as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Company Enhance or any Company Enhance Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Company Enhance or any Company Enhance Successor (any such event described in clause (i), (ii), (iii) or (iv)event, a "Reorganization Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Purchaser shall receiveeach Holder of DECS will receive at Maturity, in lieu of the Contract Sharesshares of Enhance Common Stock, as required by Section 202, cash in an amount equal to the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount (if any) and (y)(ia) if the Transaction Value is less greater than the Appreciation Threshold Price but or equal to or greater than the Initial Threshold Appreciation Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, _________ multiplied by the Transaction Value, and (iiib) if the Transaction Value is less than the Threshold Appreciation Price but greater than the Initial Price, the Initial Price and (c) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. Notwithstanding the foregoing, if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, in lieu of delivering cash as described 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 following paragraphdefinition of Transaction Value set forth in Section 101, as applicable. If the Company elects to deliver securities or other property, Holders of DECS will be responsible for the payment of any and all brokerage and other transaction costs upon the sale of such securities 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 Marketable Securities, but not exceeding, as a percentage this Section following the date of the total consideration required to be delivered, the percentage consummation of the total Transaction Value attributable to such Marketable Securitiestransaction.