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 an Exchange Issuer, or any surviving entity or subsequent surviving entity of an Exchange Issuer (an "Exchange Issuer Successor"), with or into another entity (other than a merger or consolidation in which such Exchange Issuer is the continuing corporation and in which the Exchange Issuer Securities outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of such Exchange Issuer or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of such Exchange Issuer or any Exchange Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of such Exchange Issuer or any Exchange Issuer Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of such Exchange Issuer or any Exchange Issuer Successor (any such event, a "Reorganization Event"), the Exchange Rate used to determine the amount payable upon exchange at Maturity for each MEDS of the relevant series will be adjusted to provide that each holder of 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 (I) 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 Transaction Value, (b) 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. "Transaction Value" means (x) for any cash received in any such Reorganization Event, the 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 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 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 provided above, the Company may at its option deliver an equivalent 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 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 an Exchange IssuerCIBER, or any surviving entity or subsequent surviving entity of an Exchange Issuer CIBER (an a "Exchange Issuer CIBER Successor"), with or into another entity (other than a consolidation or merger or consolidation in which such Exchange Issuer CIBER is the continuing corporation and in which the Exchange Issuer Securities CIBER Common Stock outstanding immediately prior to the consolidation or merger or consolidation are is not exchanged for cash, securities or other property of such Exchange Issuer CIBER or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation entity of the property of such Exchange Issuer CIBER or any Exchange Issuer CIBER Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of such Exchange Issuer CIBER or any Exchange Issuer 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 such Exchange Issuer CIBER or any Exchange Issuer CIBER Successor (any such eventevent described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Payment Rate Formula used to determine the amount payable upon exchange at on the Maturity Date for each MEDS of the relevant series STRYPES will be adjusted to provide that each holder Holder of MEDS of such series STRYPES will receive at on the 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 product of same manner and to the same extent as the Share Components in the Payment Rate Formula are adjusted as described in paragraph (Ia) a fraction, the numerator of which is one and the denominator of which is the sum of one and the Conversion Premium and (IIabove) multiplied by the Transaction Value, (b) if the Transaction Value is less than the Threshold Appreciation Price but greater than the Initial PriceAppreciation Cap, the Initial Price and 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. "Transaction Value" means (x) for any cash received in any such Reorganization Event, the amount of cash received per Exchange Issuer Security, (yd) for any property other if the Transaction Value is less than cash the Initial Price but is greater than or securities received in any such Reorganization Event, an amount equal to the 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 Downside Protection Threshold Price, the Company Initial Price and (ze) for any securities received if the Maturity Price is less than the Downside Protection Threshold Price, _____ (subject to adjustment in any such Reorganization Event, an amount equal the same manner and to the average Closing Price per security of such securities on same extent as the 20 Trading Days immediately prior to Maturity, Share Components in the Payment Rate Formula are adjusted as described in paragraph (a) above) multiplied by the number of such securities received for each Exchange Issuer SecurityTransaction 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) aboveof the definition of "Transaction Value") of Marketable Securities, but not exceeding, as applicable. The kind and amount of securities into which the MEDS a percentage of the relevant series shall total consideration required to be exchangeable after consummation 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 transaction shall be subject to adjustment as described in paragraph (a) above following the date of consummation of such transactionsecurities.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of an Exchange IssuerEnhance, or any surviving entity or subsequent surviving entity of an Exchange Issuer Enhance (an "Exchange Issuer Enhance Successor"), with or into another entity (other than a merger or consolidation in which such Exchange Issuer Enhance is the continuing corporation and in which the Exchange Issuer Securities Enhance Common Stock outstanding immediately prior to the merger or consolidation are is not exchanged for cash, securities or other property of such Exchange Issuer Enhance or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of such Exchange Issuer Enhance, or any Exchange Issuer Successor Enhance Successor, as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of such Exchange Issuer Enhance or any Exchange Issuer Enhance Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of such Exchange Issuer Enhance or any Exchange Issuer Enhance Successor (any such event, a "Reorganization Event"), the Exchange Rate used to determine the amount payable upon exchange at Maturity for each MEDS Holder of the relevant series will be adjusted to provide that each holder of MEDS of such series DECS will receive at Maturity 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 (as defined below) is greater than or equal to the Threshold Appreciation Price, the product of (I) a fraction, the numerator of which is one and the denominator of which is the sum of one and the Conversion Premium and (II) _______ multiplied by the Transaction Value, (b) 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. "Transaction Value" means (x) for any cash received in any such Reorganization Event, the 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 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 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 provided above, the Company may at its option deliver an equivalent value of securities or other property received in such Reorganization Event, determined in accordance with clause (y) or (z) aboveof the definition 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 MEDS of the relevant series DECS shall be exchangeable after consummation of such transaction shall be subject to adjustment as described in paragraph (a) above of this Section 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 an Exchange Issuerthe Company, or any surviving entity or subsequent surviving entity of an Exchange Issuer the Company (an a "Exchange Issuer Company Successor"), with or into another entity (other than a consolidation, amalgamation or merger or consolidation in which such Exchange Issuer the Company is the continuing corporation and in which the Exchange Issuer Securities Class A Common Stock outstanding immediately prior to the consolidation, amalgamation or merger or consolidation are not exchanged for cash, securities or other property of such Exchange Issuer the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of such Exchange Issuer the Company or any Exchange Issuer Company Successor as an entirety or substantially as an entirety, as (iii) any statutory exchange of securities of such Exchange Issuer or any Exchange Issuer Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of such Exchange Issuer or any Exchange Issuer Successor (any such event, a "Reorganization Event"), the Exchange Rate used to determine the amount payable upon exchange at Maturity for each MEDS of the relevant series will be adjusted to provide that each holder of 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 (I) 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 Transaction Value, (bi) if the Transaction Value is less than the Appreciation Threshold Appreciation Price but equal to or greater than the Initial Price, the Initial Price Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, o multiplied by the Transaction Value, and (ciii) if the Transaction Value is less 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, (y) for any property other than cash or securities received in any such Reorganization Event, an amount equal to the 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 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, if the consideration received by the holders of the Class A Common Stock in the Reorganization Event (the "Merger Consideration") includes any Marketable Securities, 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 of securities or other property received in such Reorganization Event, 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. (b) Notwithstanding Section 6.2(a), if at least 30% of the 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, (A) the Initial Price and Appreciation Threshold Price shall each be adjusted by multiplying the Initial Price or (z) aboveAppreciation Threshold Price, as applicable. The kind and amount , as then in effect, by a fraction, the numerator of securities into which is the MEDS Value of a share of the relevant series Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed, and the denominator of which shall be exchangeable after consummation of such transaction the Transaction Value; and (B) the Exchange Rate shall be subject to adjustment as described 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 paragraph (a) above following the Merger Consideration received in exchange for a single share of Class A Common Stock, and the denominator of which is the Value of a share of the Marketable Securities included in the Merger Consideration on the date of consummation of such transactionthe Cash Merger is closed.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of an Exchange Issuer, or any surviving entity or subsequent surviving entity of an Exchange Issuer (an "Exchange Issuer Successor"), with or into another entity (other than a merger or consolidation in which such Exchange Issuer is the continuing corporation and in which the Exchange Issuer Securities outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of such Exchange Issuer or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of such Exchange Issuer or any Exchange Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of such Exchange Issuer or any Exchange Issuer Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of such Exchange Issuer or any Exchange Issuer Successor (any such event, a "Reorganization Event"), the Exchange Rate used to determine the amount payable upon exchange at Maturity for each MEDS of the relevant series will be adjusted to provide that each holder of 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 (I) 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 Transaction Value, (b) 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. "Transaction Value" means (x) for any cash received in any such Reorganization Event, the 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 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 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 provided above, the Company may at its option deliver an equivalent 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 the date of consummation of such transaction.be

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of an Exchange Issuerthe Company, or any surviving entity or subsequent surviving entity of an Exchange Issuer the Company (an a "Exchange Issuer Company Successor"), with or into another entity (other than a merger or consolidation in which such Exchange Issuer the Company is the continuing corporation and in which the Exchange Issuer Securities Common Stock outstanding immediately prior to the merger or consolidation are is not exchanged for cash, securities or other property of such Exchange Issuer the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of such Exchange Issuer the Company or any Exchange Issuer Company Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of such Exchange Issuer the Company or any Exchange Issuer Company Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of such Exchange Issuer the Company or any Exchange Issuer Successor any (any such event, a "Reorganization Event"), the Exchange Rate used to determine the amount payable upon exchange at Maturity for each MEDS of the relevant series will be adjusted to provide that each holder of 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 (I) 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 Transaction Value, (bi) if the Transaction Value is less than the Appreciation Threshold Appreciation Price but equal to or greater than the Initial Price, the Initial Price Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.______ multiplied by the Transaction Value, and (ciii) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. "Notwithstanding the foregoing, (A) if the consideration received by holders of Common Stock in such Reorganization Event does not include Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value" means Value to Purchaser promptly upon consummation of the Reorganization Event; and (xB) for if any cash Marketable Securities are received by holders of Common Stock in any such Reorganization Event, the amount of cash received per Exchange Issuer SecuritySeller may, (y) for any property other than cash or securities received in any such Reorganization Event, an amount equal to the 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 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 foregoingits option, in lieu of delivering cash as provided described 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) aboveof the following paragraph) of Marketable Securities, but not exceeding, as applicable. The kind and amount of securities into which the MEDS a percentage of the relevant series shall total consideration required to be exchangeable after consummation delivered, the percentage of the total Transaction Value attributable to such transaction shall be subject to adjustment as described in paragraph (a) above following the date of consummation of such transactionMarketable Securities.