Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. Each of the Warrantors shall use commercially reasonable efforts to provide promptly to Pantheon such information concerning the business affairs and consolidated financial statements of the Target as may reasonably be required for inclusion in the Proxy Statement/Prospectus (except that the Warrantors shall only be required to provide three (3) years of selected consolidated financial data of the Target in connection with the Proxy Statement/Prospectus, or in any amendments or supplements thereto), shall direct that its counsel cooperate with Pantheon’s counsel in the preparation of the Proxy Statement/Prospectus and shall request the cooperation of Pantheon’s auditors in the preparation of the Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB or on behalf of the Warrantors for inclusion or incorporation incorporate by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/ProspectusProspectus will, as it may be amended from at the time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, filed with the SEC or at the time of it becomes effective under the SCB Shareholders' Meeting and at the Effective TimeSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false misleading. If any information provided by the Warrantors is discovered or misleadingany event occurs with respect to any of the Warrantors, or any change occurs with respect to the other information provided by the Warrantors included in the Proxy Statement/Prospectus which is required to be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus so that such document does not include any misstatement of a material fact or omit to state any material fact necessary to correct any statement make the statements therein, in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions light of the Exchange Act and circumstances under which they were made, not misleading, the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any Warrantors shall notify Pantheon promptly of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documentssuch event.

Proxy Statement/Prospectus. None (a) Reasonably promptly after the date hereof, but consistent with the requirements set forth in the Mergers Agreement, the Company shall prepare and file with the SEC a proxy statement/prospectus on Form S-4 (which could be a joint proxy statement/prospectus) for a special meeting of its stockholders (as amended or supplemented, the “Proxy Statement/Prospectus”). The Company shall include in the Proxy Statement/Prospectus a solicitation relating to the approval, for purposes of Article Eighth of the Company’s Amended and Restated Certificate of Incorporation, of the issuance of the Purchased Shares to Purchaser (the “Stock Issuance Approval”) and, if the Company decides to do so, the approvals required by Sections 4.02(a) and 5.02(a) of the Mergers Agreement (the “Merger Approvals” and together with the Stock Issuance Approval, the “Stockholder Approvals”). Purchaser and its Affiliates shall promptly furnish to the Company such information supplied or regarding Purchaser and its Affiliates as shall be required to be supplied included in the Proxy Statement/Prospectus pursuant to the Exchange Act. Prior to filing the Proxy Statement/Prospectus or any amendment or supplement thereto, the Company shall provide Purchaser with reasonable opportunity to review and comment on such proposed filing solely with respect to the Stockholder Approval and any information relating to Purchaser, its Affiliates or any of its designees to the Board of Directors of the Company. If at any time prior to the Closing Date, any information should be discovered by SCB for inclusion any party hereto that should be set forth in an amendment or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at Proxy Statement/Prospectus so that the time it is filed with the SEC under the Securities Act, contain Proxy Statement/Prospectus would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect the party that discovers such information shall promptly notify the other parties hereto and, to the solicitation of proxies for extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects Company with the provisions SEC and, to the extent required by applicable Law, disseminated by the Company to the stockholders of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documentsCompany.

Proxy Statement/Prospectus. None For the purposes (x) of registering Buyer's Common Stock to be issued to holders of the information supplied or to be supplied by SCB for inclusion or incorporation by reference Company's Common Stock in (i) connection with the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed Merger with the SEC under the Securities Act and applicable state securities laws and (y) of holding the Company Special Meeting, the Buyer and the Company shall cooperate in the preparation of a registration statement (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as the "REGISTRATION STATEMENT"), including a proxy statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, contain and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by the Company to the Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "PROXY STATEMENT-PROSPECTUS"). The Buyer shall file the Registration Statement with the SEC. Each of the Buyer and the Company shall use their best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter promptly mail the Proxy Statement- Prospectus to its stockholders. The Buyer shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. The Company and the Buyer shall each promptly notify the other if at any time it becomes aware that the Proxy Statement-Prospectus contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with In such event, the provisions of the Exchange Act Company and the rules and regulations thereunder. If at any time prior to Buyer shall cooperate in the Effective Time, any event relating to SCB or any preparation of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement or amendment to the Proxy Statement/-Prospectus, SCB which corrects such misstatement or omission, and shall promptly inform CIBER. Notwithstanding cause the foregoing, SCB makes no representation or warranty same to be filed with respect the SEC and distributed to any information supplied by CIBER which is contained in any stockholders of the foregoing documentsCompany.

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ALPHANET for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ALPHANET in connection with the meeting of SCB's shareholders ALPHANET Shareholders Meeting to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCBALPHANET's shareholders, at the time of the SCB Shareholders' ALPHANET Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' ALPHANET Shareholders Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth of ALPHANET discover that any information in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/ProspectusStatement/ Prospectus does not comply with this Section 3.21, SCB ALPHANET shall promptly inform CIBER. Notwithstanding the foregoing, SCB ALPHANET makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB TIBCO for -------------------------- inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will Registration Statement shall not at the time it the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (ii) misleading. The information supplied by TIBCO for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shallProspectus shall not, on the date the Proxy Statement/Prospectus is first mailed to SCBTalarian's shareholders, stockholders or at the time of the SCB ShareholdersTalarian Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersTalarian Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB TIBCO or any of its affiliates, officers or directors should be discovered by SCB TIBCO which should is required to be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB TIBCO shall promptly inform CIBERTalarian and provide the necessary information for inclusion in any such amendment or supplement. Notwithstanding the foregoing, SCB TIBCO makes no representation or warranty with respect to any information supplied by CIBER Talarian which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None As promptly as practicable following the date hereof, the Parent and the Company shall jointly prepare and file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy 42 48 statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and the Parent shall prepare and file with the SEC the Form S-4 with respect to the issuance of Parent Common Stock in the Merger in which the Proxy Statement/Prospectus will be included as a prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of the Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing it with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. The Parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 and the Proxy Statement/Prospectus and promptly advise the other party of any oral comments received from the SEC. The Parent agrees that none of the information supplied or to be supplied by SCB the Parent for inclusion or incorporation by reference in (i) the prospectus Proxy Statement/Prospectus and each amendment or supplement to the Form S-4thereto, as it may be amended from time to time, will at the time it is filed with of mailing thereof and at the SEC under time of the Securities ActStockholders' Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false misleading. The Company agrees that none of the information supplied or misleadingto be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements therein, in any earlier communication with respect light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the solicitation of proxies for Parent, Merger Sub and the SCB ShareholdersParent Stockholders' Meeting which has become false will be deemed to have been supplied by the Parent and information concerning or misleadingrelated to the Company and the Company Stockholders' Meeting shall be deemed to have been supplied by the Company. The Any opinions regarding the federal income tax consequences of the Merger or other matters set forth in the Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Timeshall be rendered by (i) Orrixx, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty Xxrrxxxxxx & Xutcxxxxx XXX with respect to any information supplied by CIBER which is contained in any of matters regarding the foregoing documentsParent and its stockholders, and (ii) Cooley Godward LLP with respect to matters regarding the Company and its stockholders.

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ARIS for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ARIS in connection with the meeting of SCBARIS's shareholders to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCBARIS's shareholders, at the time of the SCB ARIS Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ARIS Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB ARIS or any of its affiliates, officers or directors should be discovered by SCB ARIS which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB ARIS shall promptly inform CIBER. Notwithstanding the foregoing, SCB ARIS makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB Electronic Arts for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will Registration Statement shall not at the time it the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) misleading. The information supplied by Electronic Arts for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shallStatement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to SCB's shareholdersMaxis' stockholders, at the time of the SCB ShareholdersMaxis Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersMaxis Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB Electronic Arts or any of its affiliates, officers or directors should be discovered by SCB Electronic Arts which should be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB Electronic Arts shall promptly inform CIBERMaxis. Notwithstanding the foregoing, SCB Electronic Arts makes no representation or warranty with respect to any information supplied by CIBER Maxis which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB Maxis for inclusion or incorporation by reference in (i) the prospectus supplement Form S-4 registration statement relating to the Form S-4, as it may be amended from time to time, will issuance of Electronic Arts Common Stock in the Merger (the "Registration Statement") shall not at the time it the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) misleading. The information supplied by Maxis for inclusion in the Proxy Statementproxy statement/Prospectus, as it may be amended from time to time, prospectus to be sent to the shareholders stockholders of SCB Maxis in connection with the meeting of SCB's shareholders Maxis' stockholders to consider the approval and adoption of this Agreement shalland the approval of the Merger (the "Maxis Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to SCB's shareholdersMaxis' stockholders, at the time of the SCB ShareholdersMaxis Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersMaxis Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB Maxis or any of its affiliates, officers or directors should be discovered by SCB Maxis which should be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB Maxis shall promptly inform CIBERElectronic Arts. Notwithstanding the foregoing, SCB Maxis makes no representation or warranty with respect to any information supplied by CIBER Electronic Arts or Merger Sub which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ISP for inclusion or incorporation by reference in the proxy statement/prospectus (ithe "Proxy Statement") the prospectus supplement to be mailed to the Form S-4stockholders of ISP in connection with the meeting of stockholders of ISP convened in accordance with Section 5.05 or in the Registration Statement (as defined in Section 5.04) will, as it may be amended from time to time(a) in the case of the Registration Statement, will at the time it is filed with the SEC under Securities and Exchange Commission (the Securities Act, contain "SEC") or any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholdersother regulatory authority, at the time of the SCB Shareholders' Meeting it becomes effective and at the Effective TimeDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or (b) in the case of the Proxy Statement, at the time it is filed with the SEC or any other regulatory authority, at the time of the mailing of the Proxy Statement or any amendment or supplement thereto, at the time of the meetings of the stockholders to which the Proxy Statement relates and at the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to correct any statement make the statements therein, in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions light of the Exchange Act and the rules and regulations thereundercircumstances under which they are made, not misleading. If at any time prior to the Effective Time, Date any event relating with respect to SCB ISP, its officers and directors or any of its affiliates, officers or directors subsidiaries should occur which is required to be discovered by SCB which should be set forth described in an amendment to the prospectus supplement to the Form S-4 of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of ISP. The Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding Statement and any other SEC filing in connection with the foregoing, SCB makes no representation or warranty Merger will comply (with respect to any information supplied by CIBER which is contained ISP) in any all material respects, as to form, with the applicable requirements of each of the foregoing documentsSecurities Act and the Exchange Act, and the respective rules and regulations thereunder.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB the Company for inclusion in Parent’s proxy statement/prospectus included in the Company’s Registration Statement on Form S-4 in connection with obtaining approval of the Merger by Parent’s stockholders and registration of the issuance of the Merger Consideration (such proxy statement/prospectus as amended or incorporation by reference in (isupplemented is referred to herein as the “ Proxy Statement/Prospectus”) the prospectus supplement to the Form S-4, as it may be amended from time to time, will shall not at the time it the Proxy Statement/Prospectus is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) misleading. The information to be supplied by the Company for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, Prospectus to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders Parent’s stockholders to consider the adoption approval of this Agreement shall(the “Parent Stockholders’ Meeting”) shall not, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholdersParent’s stockholders, and at the time of the SCB Shareholders' Meeting and at the Effective TimeParent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Parent Stockholders’ Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB the Company or any of its affiliates, officers or directors should be discovered by SCB the Company which should in the reasonable opinion of the Company be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB the Company shall promptly inform CIBERParent. Notwithstanding the foregoing, SCB the Company makes no representation or warranty with respect to any information supplied by CIBER Parent or any Person other than the Company which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ALPHANET for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ALPHANET in connection with the meeting of SCB's shareholders ALPHANET Shareholders Meeting to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCB's ALPHANET’s shareholders, at the time of the SCB Shareholders' ALPHANET Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' ALPHANET Shareholders Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth of ALPHANET discover that any information in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/ProspectusStatement/ Prospectus does not comply with this Section 3.21, SCB ALPHANET shall promptly inform CIBER. Notwithstanding the foregoing, SCB ALPHANET makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB the Company for inclusion in Parent's proxy statement/prospectus included in the Company's Registration Statement on Form S-4 in connection with obtaining approval of the Merger by Parent's stockholders and registration of the issuance of the Merger Consideration (such proxy statement/prospectus as amended or incorporation by reference in (isupplemented is referred to herein as the "PROXY STATEMENT/PROSPECTUS") the prospectus supplement to the Form S-4, as it may be amended from time to time, will shall not at the time it the Proxy Statement/Prospectus is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) misleading. The information to be supplied by the Company for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, Prospectus to be sent to the shareholders of SCB in connection with the meeting of SCBParent's shareholders stockholders to consider the adoption approval of this Agreement shall(the "PARENT STOCKHOLDERS' MEETING") shall not, on the date the Proxy Statement/Prospectus is first mailed to SCBParent's shareholdersstockholders, and at the time of the SCB ShareholdersParent Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersParent Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB the Company or any of its affiliates, officers or directors should be discovered by SCB the Company which should in the reasonable opinion of the Company be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB the Company shall promptly inform CIBERParent. Notwithstanding the foregoing, SCB the Company makes no representation or warranty with respect to any information supplied by CIBER Parent or any Person other than the Company which is contained in any of the foregoing documents.