Common use of ALPHANET Board Action; Requisite Vote of ALPHANET's Shareholders Clause in Contracts

ALPHANET Board Action; Requisite Vote of ALPHANET's Shareholders. (a) The board of directors of ALPHANET has by resolutions duly adopted by the unanimous vote of its board of directors at a meeting of such board duly called and held on April 18, 2003, determined that the Merger is fair to and in the best interests of ALPHANET and its shareholders, approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby and recommended that the shareholders of ALPHANET approve and adopt this Agreement and the Merger. In connection with such approval, ALPHANET's board of directors has received from Chesapeake an opinion to the effect that the consideration to be paid to the shareholders of ALPHANET in the Merger is fair to the shareholders of ALPHANET from a financial point of view, subject to the assumptions and qualifications in such opinion. A copy of such opinion has been delivered to CIBER and such opinion has not been withdrawn or modified in any material respect. ALPHANET has been authorized by Chesapeake to include such opinion in its entirety in the Proxy Statement, so long as such inclusion is in form and substance reasonably satisfactory to Chesapeake and its counsel.

ALPHANET Board Action; Requisite Vote of ALPHANET's Shareholders. (a) The board of directors of ALPHANET has by resolutions duly adopted by the unanimous vote of its board of directors at a meeting of such board duly called and held on April 18, 2003, determined that the Merger is fair to and in the best interests of ALPHANET and its shareholders, approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby and recommended that the shareholders of ALPHANET approve and adopt this Agreement and the Merger. In connection with such approval, ALPHANET's ’s board of directors has received from Chesapeake an opinion to the effect that the consideration to be paid to the shareholders of ALPHANET in the Merger is fair to the shareholders of ALPHANET from a financial point of view, subject to the assumptions and qualifications in such opinion. A copy of such opinion has been delivered to CIBER and such opinion has not been withdrawn or modified in any material respect. ALPHANET has been authorized by Chesapeake to include such opinion in its entirety in the Proxy Statement, so long as such inclusion is in form and substance reasonably satisfactory to Chesapeake and its counsel.