Common use of Board Representation Clause in Contracts

Board Representation. The merger agreement provides that promptly after the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase by Acquisition Sub of Shares pursuant to the Offer and payment for any shares by our from time to time thereafter, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation number on the board equal to Board that equals the product of (i) the total number of directors on the board Board (giving effect to the election of any additional directors elected pursuant to this Section) and (ii) the percentage that the number of Shares owned by Acquisition Sub and its affiliates (including any Shares purchased pursuant to the merger agreementOffer) multiplied by the percentage of bears to the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willoutstanding Shares, and the Company shall upon request of our by Parent, use its best efforts subject to the provisions of Section 1.3(b), promptly either to increase the size of the Board (and shall, if necessary, amend the Company's by-laws to permit such an increase) or use its board of directors or reasonable best efforts to secure the resignations resignation of such number of its incumbent directors, or both directors as is necessary to enable such Parent's designees of our to be elected to the Board and shall cause Parent designees to be so elected or appointed elected; provided, that, at all times prior to Convergentthe Effective Time, the Company's board of directors, and Convergent will take all actions available to Convergent to cause such Board shall include at least two members who are not designees of our Parent to be so elected or appointed at that timeParent. At that timePromptly upon request by Parent, Convergent the Company will, if requested by our Parentsubject to the provisions of Section 1.3(b), also take all action necessary use its reasonable best efforts to cause persons designated by our Parent to have constitute the same percentage representation as the number of Parent's designees to the Board bears to the total number of directors on the Board on (i) each committee of Convergent's board of directorsthe Board, (ii) each board of directors (or similar body) governing body or bodies of each subsidiary of Convergent, the Company designated by Parent and (iii) each committee (or similar body) of each such board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsbody.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase by Acquisition of Shares pursuant to the Offer and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Actfrom time to time thereafter, and Rule 14f-1 thereunder, our Parent will Acquisition shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to Board that equals the product of (i) the total number of directors on the board Board (giving effect to the election of any additional directors elected pursuant to this Section) and (ii) the percentage that the number of Shares owned by Acquisition and its affiliates (including any Shares purchased pursuant to the merger agreementOffer) multiplied by the percentage of bears to the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willoutstanding Shares, and the Company shall, upon request by Acquisition, subject to the provisions of our ParentSection 1.3(b), use its best efforts promptly either to increase the size of the Board (and shall, if necessary, amend the Company's By- Laws to permit such an increase) or use its board of directors or reasonable best efforts to secure the resignations resignation of such number of its incumbent directors, or both directors as is necessary to enable such Acquisition's designees of our Parent to be elected to the Board and shall cause Acquisition's designees to be so elected or appointed to Convergent's board of directorselected. Promptly upon request by Acquisition, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent the Company will, if requested by our Parentsubject to the provisions of Section 1.3(b), also take all action necessary use its reasonable best efforts to cause persons designated by our Parent Acquisition to have constitute the same percentage representation as the number of Acquisition's designees to the Board bears to the total number of directors on the Board on (i) each committee of Convergent's board of directorsthe Board, (ii) each board of directors (or similar body) governing body or bodies of each subsidiary of Convergent, the Company designated by Acquisition and (iii) each committee (or similar body) of each such board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsbody.

Board Representation. The merger agreement provides that (a) Subject to applicable law and to the extent permitted by the NYSE, promptly after upon the later acceptance for payment of any Shares pursuant to occur of (1) the purchase of and payment for any shares by our Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary representation on the board Board of Directors of the Company equal to the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to the merger agreementthis Section) multiplied by and (ii) the percentage of that the total outstanding number of shares that we or any affiliate of ours Shares beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is Shares outstanding. The Company shall take all actions necessary to enable such cause Parent's designees of our Parent to be so elected or appointed to Convergentthe Company's board Board of directorsDirectors, including increasing the size of the Board of Directors and/or securing the resignations of incumbent directors (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the NYSE listing requirements). Subject to applicable law and Convergent will take all actions available to Convergent to the extent permitted by the NYSE, the Company shall cause such designees of our individuals designated by Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 2.03(a)) to be on (i) each committee of Convergent's board the Board of directors, Directors of the Company and (ii) each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee (or similar bodythereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of each board the Exchange Act. At the request of directors. The parties have agreed thatParent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 2.03(a) and shall include in the event that our Schedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. (b) Notwithstanding the provisions of Section 2.03(a), following the election or appointment of Parent's designees pursuant to Section 2.03(a) and until the Effective Time, the Company shall use its commercially reasonable efforts to cause its Board of Directors to have at least two directors who are elected directors on the date hereof and who are not employed by the Company and who are not Affiliates, stockholders or employees of Parent or any of its Subsidiaries (the "Independent Directors"); provided that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate, stockholder or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement; provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within ten Business Days, and further provided that if no such Independent Director is appointed in such time period, Parent shall designate such Independent Director(s), provided further that if no Independent Director then remains, the other directors shall designate two Persons who shall not be Affiliates, stockholders or employees of Parent or any of its Subsidiaries to Convergentfill such vacancies and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. In all cases, the selection of any Independent Directors who are not directors on the date hereof shall be subject to the approval of Parent, not to be unreasonably withheld or delayed. (c) Following the election or appointment of Parent's board of directorsdesignees pursuant to Section 2.03(a) and until the Effective Time, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote approval of a majority of the special committee will Independent Directors shall be required after to authorize (and such authorization shall constitute the acceptance for payment of shares pursuant to our offer and prior to the effective time authorization of the mergerBoard of Directors and no other action on the part of the Company, before Convergent (1including any action by any other director of the Company, shall be required to authorize) amends any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for performance of any obligation or terminates the merger agreement, (2) exercises action hereunder by Parent or waives Merger Subsidiary and any enforcement of or any waiver of compliance with any of its rightsthe agreements or conditions contained herein for the benefit of the Company, benefits any action to seek to enforce any obligations of Parent or remedies Merger Subsidiary under the merger agreement if such exercise this Agreement or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action by the Company's Board of Directors under or in connection with this Agreement. The Independent Directors shall have full power solely with respect to the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action matters set forth in the previous sentence to be approved by the Independent Directors and in connection herewith the Independent Directors shall be authorized, on behalf of Convergent in connection with and at the merger agreement required expense of the Company, to be taken by Convergent's board of directorsretain one law firm and other advisors.

Board Representation. The merger agreement provides that promptly after (a) Beginning at the later Effective Time and subject to occur the terms of (1) this Agreement, the purchase of Stockholders and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange ActCompany shall take all Necessary Action to cause the Board to be comprised of, and Rule 14f-1 thereunderinitially, our Parent will be entitled to designate up to such number of six directors, rounded up to and, by the next whole numberIndependence Deadline, on Convergent's board of seven directors as will give our Parent representation on (provided, that the board equal to the product of the total number of directors on may be increased to satisfy the board minimum requirements of applicable laws and the listing requirements of the New York Stock Exchange (giving effect to the directors elected “NYSE”), as applicable, reasonably accounting for Independent Directors and required committee positions), one of whom shall be the Chief Executive Officer, initially two of whom, and, by the Independence Deadline, three of whom shall be Independent Directors designated pursuant to Section 2(a)(ii) below, and the merger agreementremainder of which shall be designated pursuant to Section 2(a)(i) multiplied by the percentage below. The initial Board shall consist of the total outstanding number persons listed on Schedule A. For purposes of shares that we or any affiliate of ours beneficially owns. Convergent willthis Section 2, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee Xxxxxxxx Group shall be treated as a single “Stockholder” and their Stockholder Percentage shall be aggregated for purposes of Section 2(a)(i) below. (i) For so long as each of the board Stockholders holds the corresponding Stockholder Percentage set forth in the table below, the Company shall, and the Stockholders shall take all Necessary Action to, include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of shareholders at which directors are to be elected that aggregate number of Directors set forth opposite the range of its Stockholder Percentage: Equal to or greater than Less than 50 100 Majority (ii) The nomination of Independent Directors to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected will remain on Convergent's board of directors. The affirmative vote of a majority be the responsibility of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsfull Board.

Board Representation. The merger agreement provides that promptly after So long as the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries Investors beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of as defined in Rule 13d-3 under the Exchange Act) (A) not less than 750,000 shares of Common Stock, and Rule 14f-1 thereunder, our Parent will the Investors shall be entitled to designate up to such number of directors, rounded up two (2) persons reasonably acceptable to the next whole number, on Convergent's board of directors as will give our Parent representation Company to serve on the board equal Board of Directors of the Company, and (B) not less than 495,000 shares of Common Stock, the Investors shall be entitled to designate one (1) person reasonably acceptable to the product Company to serve on the Board of Directors of the total number of directors on Company (the board (giving effect to "Designated Directors"), and the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, Company shall use its best efforts promptly either (including the inclusion of such persons in the Company's proxy statement as director nominees) to increase cause the Designated Directors to be elected as directors of the Company. The Company shall immediately expand the size of its board Board of Directors to seven (7) members and appoint the Designated Directors to fill the vacancies created thereby. For so long as the Investors are entitled to designate directors or pursuant to secure this Section 10, the resignations of Company shall procure and maintain directors' and officers' indemnification insurance covering the Designated Directors in such number of its incumbent directors, or both amounts and with such deductibles and covering such risks as is necessary are customary for similarly situated businesses. The Company shall indemnify each Designated Director to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of extent that it indemnifies its other directors (or similar body) of each subsidiary of Convergent, pursuant to its organizational documents and each committee (or similar body) of each board of directorsapplicable law. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, Company shall reimburse each Designated Director for all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer reasonable costs and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or expenses incurred in connection with such Directors' attendance at meetings of the merger agreement if such action adversely affects holders Board of shares (other than ours Directors or our Parent) any committee upon which they, or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthem, may serve.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase by Acquisition of Shares pursuant to the Offer and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Actfrom time to time thereafter, and Rule 14f-1 thereunder, our Parent will Acquisition shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to Board that equals the product of (i) the total number of directors on the board Board (giving effect to the election of any additional directors elected pursuant to this Section) and (ii) the percentage that the number of Shares owned by Acquisition and its affiliates (including any Shares purchased pursuant to the merger agreementOffer) multiplied by the percentage of bears to the total outstanding number of shares outstanding Shares; provided that we or any affiliate at all times there shall be at least two directors who are not designees of ours beneficially ownsAcquisition and the number of directors shall not be more than 10 nor less than six. Convergent willThe Company shall, upon request by Acquisition, subject to the provisions of our ParentSECTION 1.3.2., use its best efforts promptly either to increase the size of the Board, to the extent permitted by its board Certificate of directors or Incorporation and/or use its reasonable best efforts to secure the resignations resignation of such number of its incumbent directors, or both directors as is necessary to enable such Acquisition's designees of our Parent to be elected to the Board and shall cause Acquisition's designees to be so elected or appointed to Convergent's board of directorselected. Promptly upon request by Acquisition, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent the Company will, if requested by our Parentsubject to the provisions of SECTION 1.3.2., also take all action necessary use its reasonable best efforts to cause persons designated by our Parent Acquisition to have constitute the same percentage representation as the number of Acquisition's designees to the Board bears to the total number of directors on the Board on (i) each committee of Convergent's board of directorsthe Board, (ii) each board of directors (or similar body) governing body or bodies of each subsidiary of Convergent, the Company designated by Acquisition and (iii) each committee (or similar body) of each such board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsbody.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase of and payment for any shares by our Shares pursuant to the Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors the Company Board as will give our Parent representation on the board is equal to the product of (a) the total number of directors on the board Company Board (after giving effect to the directors elected designated by Parent pursuant to this sentence) and (b) the merger agreement) multiplied percentage that the total votes represented by such number of Shares in the election of directors of the Company so purchased bears to the total votes represented by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially ownsShares outstanding. Convergent willIn furtherance thereof, the Company shall, upon request of our by Parent, use its best efforts promptly either to increase the size of the Company Board and/or exercise its board of directors or commercially reasonable best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Parent's designees of our Parent to be elected to the Company Board and shall take all actions to cause Parent's designees to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that timethe Company Board. At that such time, Convergent will, if requested by our Parent, the Company shall also take all action necessary to cause persons designated by our Parent to have constitute at least the same percentage representation (rounded up to the next whole number) as is on the Company Board of (i) each committee of Convergent's board of directorsthe Company Board, (ii) each board of directors (or similar body) of each subsidiary Subsidiary (as defined in Section 10.2 hereof) of Convergentthe Company (each, a "COMPANY SUBSIDIARY") and (iii) each committee (or similar body) of each board of directorssuch board. The parties Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14f-1 of the Exchange Act in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 to its stockholders such information with respect to the Company and its officers and directors as is required by such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Acquisition Sub, Parent or any of their affiliates may have agreed as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. In the event that Parent's designees are elected to the Company Board, until the Effective Time (as hereinafter defined), the Company Board shall have at least two directors who are directors on the date hereof (the "INDEPENDENT DIRECTORS"); provided that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall be entitled to designate the person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Acquisition Sub and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that our Parent's designees are elected or appointed to Convergent's board the Company Board, after the acceptance for payment of directorsShares pursuant to the Offer and prior to the Effective Time, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will Independent Directors shall be required after the acceptance for payment of shares pursuant in addition to our offer and prior any other applicable requirement to the effective time (a) amend this Agreement in any material respect in a manner adverse to any stockholder of the merger, before Convergent (1) amends Company or terminates the merger agreementany intended third-party beneficiary of this Agreement, (2b) exercises terminate this Agreement by the Company, (c) exercise or waives waive any of its the Company's material rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent)hereunder, (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4d) take any other action on behalf extend the time for performance of Convergent in connection with the merger agreement required to be taken by ConvergentParent's board of directorsor Acquisition Sub's respective obligations hereunder.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of Company Common Stock pursuant to the Exchange ActOffer, and Rule 14f-1 thereunder, our Parent will Merger Subsidiary shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act and the rules and regulations promulgated thereunder, representation on the board Board of Directors of the Company equal to the product of (a) the total number of directors on the board Board of Directors and (giving effect to the directors elected pursuant to the merger agreementb) multiplied by the percentage of that the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willCommon Stock purchased by Merger Subsidiary bears to the number of shares of Common Stock outstanding, and the Company shall, upon request of our Parentby Merger Subsidiary, use its best efforts promptly either to increase the size of the Board of Directors and/or exercise its board of directors or reasonable best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Merger Subsidiary's designees to be elected to the Board of our Parent Directors and shall cause Merger Subsidiary's designees to be so elected or appointed to Convergent's board of directorselected. The Company shall take, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that timeits expense, Convergent will, if requested by our Parent, also take all action necessary required pursuant to cause persons designated by our Parent Section 14(f) and Rule 14f-1 in order to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, fulfill its obligations under this Section 6.08 and each committee (or similar body) of each board of directors. The parties have agreed that, shall include in the event that our Parent's designees are elected Schedule 14D-9 or appointed otherwise timely mail to Convergent's board of directors, all members its stockholders such information with respect to the Company and its officers and directors as is required by Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.08. Prior to the mailing of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior Schedule 14D-9 to the effective time of Company's stockholders, Parent will supply to the mergerCompany in writing and be solely responsible for any information with respect to itself and its or Merger Subsidiary's nominees, before Convergent (1officers, directors and affiliates required by Section 14(f) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsand Rule 14f-1.

Board Representation. The merger agreement provides that (a) Subject to applicable Law and to the extent permitted by the NYSE, promptly after upon the later acceptance for payment of any Shares pursuant to occur of (1) the purchase of and payment for any shares by our Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary representation on the board Board of Directors of the Company equal to the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to the merger agreementthis Section) multiplied by and (ii) the percentage of that the total outstanding number of shares that we or any affiliate of ours Shares beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is Shares outstanding. The Company shall take all actions necessary to enable such cause Parent’s designees of our Parent to be so elected or appointed to Convergent's board the Company’s Board of directorsDirectors, including increasing the size of the Board of Directors and/or securing the resignations of incumbent directors (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the NYSE listing requirements). Unless waived in writing by Parent, the Company shall, prior to the expiration of the Offer, deliver to Parent such resignations of directors conditioned upon acceptance of Shares for payment and Convergent will take all actions available evidence of the valid election of Parent’s designees to Convergent the Company’s Board of Directors conditioned upon acceptance of Shares for payment so as to effect the provisions of this Section 2.03(a). Subject to applicable Law, the Company shall cause such designees of our individuals designated by Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 2.03(a)) to be on (i) each committee of Convergent's board the Board of directors, Directors of the Company and (ii) each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Parent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfil its obligations under this Section 2.03(a) and shall include in the Schedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. (b) Notwithstanding the provisions of Section 2.03(a), following the election or appointment of Parent’s designees pursuant to Section 2.03(a) and until the Effective Time, the Company shall use its commercially reasonable efforts to cause its Board of Directors to have at least two directors who are directors on the date hereof and who are not Affiliates, stockholders or employees of Parent or any of its Subsidiaries (the “Independent Directors”); provided that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or similar bodyIndependent Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate, stockholder or employee of each board Parent or any of directorsits Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement; provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within ten Business Days, and further provided that if no such Independent Director is appointed in such time period, Parent shall designate such Independent Director(s), provided further that if no Independent Director then remains, the other directors shall designate two Persons who shall not be Affiliates, stockholders or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. The parties have agreed thatIn all cases, in the event that our selection of any Independent Directors who are not directors on the date hereof shall be subject to the approval of Parent's , not to be unreasonably withheld or delayed. (c) Following the election or appointment of Parent’s designees are elected or appointed pursuant to Convergent's board of directorsSection 2.03(a) and until the Effective Time, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote approval of a majority of the special committee will Independent Directors shall be required after to authorize (and such authorization shall constitute the acceptance for payment of shares pursuant to our offer and prior to the effective time authorization of the mergerBoard of Directors and no other action on the part of the Company, before Convergent (1including any action by any other director of the Company, shall be required to authorize) amends any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for performance of any obligation or terminates the merger agreement, (2) exercises action hereunder by Parent or waives Merger Subsidiary and any enforcement of or any waiver of compliance with any of its rightsthe agreements or conditions contained herein for the benefit of the Company, benefits any action to seek to enforce any obligations of Parent or remedies Merger Subsidiary under the merger agreement if such exercise this Agreement or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action by the Company’s Board of Directors under or in connection with this Agreement. The Independent Directors shall have full power solely with respect to the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action matters set forth in the previous sentence to be approved by the Independent Directors and in connection herewith the Independent Directors shall be authorized, on behalf of Convergent in connection with and at the merger agreement required expense of the Company, to be taken by Convergent's board of directorsretain one law firm and other advisors.

Board Representation. The merger agreement provides that promptly after the later to occur of (1a) Promptly upon the purchase of and payment for any -------------------- shares by our of Common Stock pursuant to the Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board the Board of directors Directors of the Company as will give our Parent Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the board Board of Directors equal to the product of (a) the total number of directors on the board Board of Directors and (giving effect to the directors elected pursuant to the merger agreementb) multiplied by the percentage of that the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willCommon Stock purchased by Sub bears to the number of shares of Common Stock outstanding, and the Company shall, upon request of our by Parent, use its best efforts promptly either to increase the size of the Board of Directors and/or exercise its board of directors or reasonable best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Parent's designees to be elected to the Board of our Parent Directors and shall cause Parent's designees to be so elected elected. The Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.8 and shall include in the Schedule 14D-9 or appointed otherwise timely mail to Convergent's board its stockholders such information with respect to the Company and its officers and directors as is required by Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.8. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent pursuant to be so elected this Section 6.8, prior to the Effective Time, any amendment of this Agreement or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee Certificate of Convergent's board of directors, each board of directors (Incorporation or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members Bylaws of the special committee Company, any termination of this Agreement by the Company, any extension by the Company of the board will remain on Convergenttime for the performance of any of the obligations or other acts of Parent or Sub or waiver of any of the Company's board of directors. The affirmative vote rights or obligations hereunder shall require the concurrence of a majority of the special committee will be required after directors of the acceptance for payment Company then in office who are directors as of shares pursuant to our offer the date hereof or persons designated by such directors and prior neither were designated by Parent nor are employees of the Company ("Continuing Directors"). Prior to the effective time Effective Time, the Company and Parent shall use all reasonable efforts to ensure that the Company's Board of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsDirectors at all times includes at least three Continuing Directors.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase of Shares pursuant to the Offer and payment for any shares by our from time to time thereafter, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, number on Convergent's board the Board of directors Directors of the Company as will give our Parent Parent, subject to compliance with Section 14(f) of the Exchange Act and the rules and regulations promulgated thereunder, representation on the board Board of Directors of the Company equal to the product of of: (i) the total number of directors on the board Board of Directors of the Company; and (giving effect ii) the percentage that such number of votes represented by the Shares so purchased bears to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially ownsvotes represented by Shares outstanding. Convergent willThe Company shall, upon request of our by Parent, use its best efforts promptly either to increase the size of the Board of Directors of the Company or exercise its board of directors or best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Parent's designees to be elected to the Board of our Parent Directors of the Company and shall cause Parent's designees to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that timeelected. At that such time, Convergent will, if requested by our Parent, the Company shall also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation (rounded up to the next whole number) as is on the Company's Board of Directors of (A) each committee of Convergentthe Company's board Board of directorsDirectors, (B) each board of directors (or similar body) of each subsidiary of Convergent, the Company and (C) each committee (or similar body) of each board of directorssuch board. The parties Company shall promptly take, at its expense, all action required pursuant to Section 14(f) and Rule l4f-l in order to fulfill its obligations under this Section 6.7 and shall include in the Schedule l4D-9 or otherwise timely mail to its stockholders such information with respect to the Company and its officers and directors as is required by Section 14(f) and Rule l4f-l in order to fulfill its obligations under this Section 6.7. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule l4f-l. In the event that Parent's designees are elected to the Board of Directors of the Company, until the Effective Time, the Board of Directors of the Company shall have agreed at least three (3) directors who are directors on the date hereof (the "Independent Directors"), provided that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remain, the other directors shall designate three (3) persons to fill such vacancies who shall not be designees, stockholders or affiliates of Parent or Acquisition Sub and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that our Parent's designees are elected or appointed to Convergent's board the Board of directorsDirectors, all members after the acceptance for payment of Shares pursuant to the special committee of Offer and prior to the board will remain on Convergent's board of directors. The Effective Time, the affirmative vote of a majority of the special committee will Independent Directors shall be required after to (a) amend or terminate this Agreement by the acceptance for payment of shares pursuant to our offer and prior to the effective time Company, (b) exercise or waive any of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its Company's rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent)hereunder, (3c) takes extend the time for performance of Parent's and the Acquisition Sub's respective obligations hereunder, (d) take any other action by the Company's Board of Directors under or in connection with this Agreement, or (e) approve any other action by the merger agreement if such action Company which could adversely affects holders affect the interests of shares the stockholders of the Company (other than ours Parent, Acquisition Sub and their affiliates) with respect to the transactions contemplated hereby. Meeting of the Company's Stockholders. If required by applicable law, the Company shall promptly after the consummation of the Offer, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and By-Laws to convene the Meeting to consider and vote on the Merger and this Agreement. At the Meeting, all of the Shares then owned by Parent, Acquisition Sub or our Parent) or (4) take any other subsidiary of Parent shall be voted to approve the Merger and this Agreement. Subject to applicable fiduciary obligations to stockholders of the Company as advised by counsel, the Board of Directors of the Company shall recommend that the Company's stockholders vote to approve the Merger and this Agreement if such vote is sought (which recommendation shall be included in the Proxy Statement), shall use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other action on behalf in its judgment necessary and appropriate to secure the vote of Convergent stockholders required by the DGCL to effect the Merger. Parent and Acquisition Sub shall not, and they shall cause their subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the Shares acquired pursuant to the Offer or otherwise prior to the Meeting; provided, however, that this Section 6.8(b) shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all of such Shares in connection transactions involving solely Parent, Acquisition Sub and/or one or more of their wholly owned subsidiaries. Proxy Statement. If required under applicable law, the Company and Parent shall prepare the Proxy Statement, file it with the merger agreement SEC under the Exchange Act as promptly as practicable after Acquisition Sub purchases Shares pursuant to the Offer, and use all reasonable efforts to have it cleared by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company as of the record date for the Meeting. The Company will use all reasonable efforts to obtain and furnish the information required to be taken included by Convergent's board it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments of directorsthe SEC relating to the preliminary proxy or information statement relating to the transactions contemplated by this Agreement and to cause the definitive proxy statement relating to the transactions contemplated by this Agreement to be mailed to its stockholders, all at the earliest practical time. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement or any other filing required to be made with the SEC, each party will promptly inform the other and cooperate in filing with the SEC and/or mailing to stockholders such amendment or supplement. The Proxy Statement, and all amendments and supplements thereto, shall comply with applicable law and be in form and substance satisfactory to Parent. Public Announcements. Parent and the Company shall to the fullest extent practicable consult with each other before issuing any press release or otherwise making any public statement with respect to the Offer and the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by law or any governmental agency if required by such agency or the rules of the National Association of Securities Dealers, Inc. or the rules of the New York Stock Exchange.

Board Representation. The merger agreement provides that promptly Subject to applicable Law and to the extent permitted by the requirements of the New York Stock Exchange, if after the later Acceptance Time the adoption of this Agreement by the Company’s stockholders is required by Law (including if the conditions to occur of (1) the purchase of and payment Top-Up Option are not satisfied or the Top-Up Option is for any shares by our reason deemed to be invalid or unenforceable), Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board of directors the Company Board as will give our Parent Purchaser representation on the board Company Board equal to the product of (i) the total number of directors on the board Company Board (giving effect to the election or appointment of any additional directors elected pursuant to the merger agreementthis Section 2.1(e)) multiplied by and (ii) the percentage of that the total outstanding number of shares that we or any affiliate Shares beneficially owned by Parent and/or Purchaser (including all Shares which have been accepted for payment pursuant to Article III) bears to the number of ours beneficially owns. Convergent willShares outstanding, and upon the request of our Parent, use its best efforts the Company shall promptly either to increase the size of the Company Board or use its board of directors or reasonable best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable provide Parent with such level of representation (the date on which the majority of the Company’s directors are designees of our Parent to be so that have been effectively elected or appointed to Convergent's board of directorsthe Company Board in accordance herewith, and Convergent will take all actions available the “Board Appointment Date”). Subject to Convergent applicable Law, the Company shall use its reasonable best efforts to cause such designees of our individuals designated by Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation as is on the entire Company Board (after giving effect to this Section 2.1(e)) to be on (i) each committee of Convergent's board the Company Board of directors, the Company and (ii) each board of directors (or similar body) of each subsidiary of Convergent, and each committee (thereof of each Company Subsidiary. The Company’s obligations to elect or similar bodyappoint designees to the Company Board shall be subject to compliance with Section 14(f) of each board the Exchange Act. At the request of directorsParent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 2.1(e) and shall include in the Schedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. The parties have agreed thatParent will supply to the Company, in and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. In the event that our Parent's ’s designees are elected or appointed to Convergent's board of directorsthe Company Board pursuant to this Section 2.1(e), all then, until the Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the special committee Company Board on the date of this Agreement and who are independent for purposes of Rule 10A-3 under the Exchange Act and applicable requirements of the board will remain on Convergent's board New York Stock Exchange (the “Independent Directors”); provided, however, that if the number of directorsIndependent Directors is reduced below three for any reason, the remaining Independent Director(s) shall be entitled to designate an individual or individuals to fill such vacancy who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall promptly (and in any event within ten (10) Business Days) designate three individuals to fill such vacancies who are independent for purposes of Rule 10A-3 under the Exchange Act and applicable requirements of the New York Stock Exchange, and such individuals shall be deemed to be Independent Directors for purposes of this Agreement; provided, that if no such Independent Director is appointed in such time period, Parent shall designate such Independent Director(s). The affirmative vote Notwithstanding anything in this Agreement to the contrary, from and after the Board Appointment Date and prior to the Effective Time, subject to the terms hereof, any amendment or termination of this Agreement by the Company requiring action by the Company Board, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver of any of the Company’s rights hereunder, will, to the fullest extent permitted by Law, require the concurrence of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent Independent Directors (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders case where there are two or fewer Independent Directors, the concurrence of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsone Independent Director).

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase of and payment for any shares Shares by our Acquisition Sub pursuant to the Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors the Company Board as will give our Parent representation on the board is equal to the product of (a) the total number of directors on the board Company Board (after giving effect to the directors elected designated by Parent pursuant to this sentence) and (b) the merger agreement) multiplied percentage that the total votes represented by such number of Shares in the election of directors of the Company so purchased by Acquisition Sub bears to the total votes represented by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially ownsShares outstanding. Convergent willIn furtherance thereof, the Company shall, upon request of our by Parent, use its best efforts promptly either to increase the size of the Company Board and/or exercise its board of directors or best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Parent"s designees of our Parent to be elected to the Company Board and shall take all actions to cause Parent"s designees to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that timethe Company Board. At that such time, Convergent will, if requested by our Parent, the Company shall also take all action necessary to cause persons designated by our Parent to have constitute at least the same percentage representation (rounded up to the next whole number) as is on the Company Board of (i) each committee of Convergent's board of directorsthe Company Board, (ii) each board of directors (or similar body) of each subsidiary Subsidiary (as defined in Section 10.2 hereof) of Convergentthe Company (each, a "Company Subsidiary") and (iii) each committee (or similar body) of each board of directorssuch board. The parties have agreed thatCompany shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14f-1 of the Exchange Act in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 to its stockholders such information with respect to the Company and its officers and directors as is required by such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.Parent"s

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase of and payment for any -------------------- shares by our of Common Stock pursuant to the Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board the Board of directors Directors of the Company as will give our Parent Parent, subject to compliance with Section 14(f) of the Exchange Act and the rule and regulations promulgated thereunder, representation on the board Board of Directors equal to the product of (a) the total number of directors on the board Board of Directors and (giving effect to the directors elected pursuant to the merger agreementb) multiplied by the percentage of that the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willCommon Stock purchased by Parent bears to the number of shares of Common Stock outstanding, and the Company shall, upon request of our by Parent, use its best efforts promptly either to increase the size of the Board of Directors and/or exercise its board of directors or reasonable best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Parent's designees to be elected to the Board of our Parent Directors and shall cause Parent's designees to be so elected or appointed to Convergent's board of directorselected. The Company shall take, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that timeits expense, Convergent will, if requested by our Parent, also take all action necessary required pursuant to cause persons designated by our Parent Section 14(f) and Rule 14f-1 in order to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, fulfill its obligations under this Section 7.9 and each committee (or similar body) of each board of directors. The parties have agreed that, shall include in the event that our Schedule 14D-9 or otherwise timely mail to ----------- its stockholders such information with respect to the Company and its officers and directors as is required by Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 7.9. Parent will supply to the Company in ----------- writing and be solely responsible for any information with respect to itself and its or Parent's designees are elected or appointed to Convergent's board of directorsnominees, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be officers, directors and affiliates required after the acceptance for payment of shares pursuant to our offer by Section 14(f) and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsRule 14f-1.

Board Representation. The merger agreement provides that promptly after So long as the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries Investors beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of as defined in Rule 13d-3 under the Exchange Act) (A) not less than 750,000 shares of Common Stock, and Rule 14f-1 thereunder, our Parent will the Investors shall be entitled to designate up to such number of directors, rounded up two (2) persons reasonably acceptable to the next whole number, on Convergent's board of directors as will give our Parent representation Company to serve on the board equal Board of Directors of the Company, and (B) not less than 495,000 shares of Common Stock, the Investors shall be entitled to designate one (1) person reasonably acceptable to the product Company to serve on the Board of Directors of the total number of directors on Company (the board (giving effect to "Designated Directors"), and the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, Company shall use its best efforts promptly either (including the inclusion of such persons in the Company's proxy statement as director nominees) to increase cause the Designated Directors to be elected as directors of the Company. The Company shall immediately expand the size of its board Board of Directors to seven (7) members and appoint the Designated Directors to fill the vacancies created thereby. For so long as the Investors are entitled to designate directors or pursuant to secure this Section 10, the resignations of Company shall procure and maintain directors' and officers' indemnification insurance covering the Designated Directors in such number of its incumbent directors, or both amounts and with such deductibles and covering such risks as is necessary are customary for similarly situated businesses. The Company shall indemnify each Designated Director to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of extent that it indemnifies its other directors (or similar body) of each subsidiary of Convergent, pursuant to its organizational documents and each committee (or similar body) of each board of directorsapplicable law. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, Company shall reimburse each Designated Director for all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer reasonable costs and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or expenses incurred in connection with such Directors' attendance at meetings of the merger agreement if such action adversely affects holders Board of shares (other than ours Directors or our Parent) any committee upon which they, or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthem, may serve.

Board Representation. The merger agreement provides that (a) Subject to applicable law, promptly after upon the later acceptance for payment of any Shares pursuant to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange ActOffer, and Rule 14f-1 thereunderfrom time to time thereafter as Shares are acquired pursuant to the Offer, our Parent will Merger Subsidiary shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary representation on the board Board of Directors of the Company equal to at least that number of directors on the Company's Board of Directors which equals the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to this Section and including current directors serving as officers of the merger agreementCompany) multiplied by (ii) the percentage of that the total outstanding aggregate number of shares that we or any affiliate of ours Shares beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is Shares outstanding. The Company shall take all actions necessary to enable such cause Merger Subsidiary's designees of our Parent to be so elected or appointed to Convergentthe Company's board Board of directorsDirectors, and Convergent will take all actions available to Convergent to cause such designees including increasing the size of our Parent to be so elected or appointed at that time. At that time, Convergent willthe Board of Directors and/or securing the resignations of incumbent directors (including, if requested necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the Nasdaq National Market listing requirements). Subject to applicable law and to the extent permitted by our Parentthe Nasdaq National Market listing requirements, also take all action necessary to the Company shall cause persons individuals designated by our Parent Merger Subsidiary to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03(a)) to be on (i) each committee of Convergent's board the Board of directors, Directors of the Company and (ii) each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Merger Subsidiary, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a) and shall include in the Schedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. Merger Subsidiary will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. (b) Notwithstanding the provisions of Section 1.03(a), following the election or appointment of Merger Subsidiary's designees pursuant to Section 1.03(a) and until the Effective Time, the Board of Directors of the Company shall at all times have at least three directors who are directors on the date hereof and who are not employed by the Company and who are not Affiliates, stockholders or employees of Parent or any of its Subsidiaries (the "Independent Directors"); provided that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or similar bodyIndependent Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate, stockholder or employee of each board Parent or any of directorsits Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement; provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within ten Business Days, and further provided that if no such Independent Director is appointed in such time period, Merger Subsidiary shall designate such Independent Director(s), provided further that if no Independent Director then remains, the other directors shall designate three Persons who shall not be Affiliates, stockholders or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. The parties have agreed thatIn all cases, in the event that our Parentselection of any Independent Directors who are not directors on the date hereof shall be subject to the approval of Merger Subsidiary, not to be unreasonably withheld or delayed. (c) Following the election or appointment of Merger Subsidiary's designees are elected or appointed pursuant to Convergent's board of directorsSection 1.03(a) and until the Effective Time, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote approval of a majority of the special committee will Independent Directors shall be required after to authorize (and such authorization shall constitute the acceptance for payment of shares pursuant to our offer and prior to the effective time authorization of the mergerBoard of Directors and no other action on the part of the Company, before Convergent (1including any action by any other director of the Company, shall be required to authorize) amends any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors of the Company, any extension of time for performance of any obligation or terminates the merger agreement, (2) exercises action hereunder by Parent or waives Merger Subsidiary and any enforcement of or any waiver of compliance with any of its rightsthe agreements or conditions contained herein for the benefit of the Company, benefits any action to seek to enforce any obligations of Parent or remedies Merger Subsidiary under the merger agreement if such exercise this Agreement or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action by the Company's Board of Directors under or in connection with this Agreement. The Independent Directors shall have full power solely with respect to the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent matters set forth in connection with the merger agreement required previous sentence to be taken approved by Convergent's board of directorsthe Independent Directors.

Board Representation. The merger agreement provides that (a) Subject to applicable Law and to the extent permitted by Nasdaq, promptly after upon the later acceptance for payment of any Shares pursuant to occur of (1) the purchase of and payment for any shares by our Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Sub representation on the board Board of Directors of the Company equal to the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to the merger agreementthis Section 2.03(a)) multiplied by and (ii) the percentage of that the total outstanding number of shares that we or any affiliate of ours Shares beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either owned by Parent and/or Merger Sub (including Shares accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directorsShares outstanding. Subject to applicable Law, or both as is including applicable fiduciary duties, and to the extent permitted by Nasdaq, the Company shall take all actions necessary to enable such cause Parent’s designees of our Parent to be so elected or appointed to Convergent's board the Company’s Board of directorsDirectors, including increasing the size of the Board of Directors and/or securing the resignations of incumbent directors (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy applicable Nasdaq listing requirements). Subject to applicable Law, including applicable fiduciary duties, and Convergent will take all actions available to Convergent to the extent permitted by Nasdaq, the Company shall cause such designees of our individuals designated by Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 2.03(a)) to be on (i) each committee of Convergent's board the Board of directors, Directors of the Company and (ii) each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee (or similar bodythereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of each board the Exchange Act. At the request of directors. The parties have agreed thatParent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 2.03(a) and shall include in the event that our Parent's designees are elected Schedule 14D-9 or appointed otherwise timely mail to Convergent's board of directorsits shareholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all members information with respect to itself and its officers, directors and affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. (b) Notwithstanding the provisions of Section 2.03(a), following the special election or appointment of Parent’s designees pursuant to Section 2.03(a) and until the Effective Time, the Company shall cause its Board of Directors to have at all times at least two directors (and each committee of the board will remain Board of Directors at least one member) who are directors on Convergent's board the date hereof and who are not employed by the Company and who are not Affiliates, shareholders or employees of directorsParent or any of its Subsidiaries (the “Independent Directors”); provided that, if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate, shareholder or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement; provided that, the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within ten Business Days, and further provided that, if no such Independent Director is appointed in such time period, Parent shall designate such Independent Director(s), provided further that, if no Independent Director then remains, the other directors shall designate two Persons who shall not be Affiliates, shareholders or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. The affirmative vote In all cases, the selection of any Independent Directors who are not directors on the date hereof shall be subject to the approval of Parent, not to be unreasonably withheld or delayed. (c) Following the election or appointment of Parent’s designees pursuant to Section 2.03(a) and until the Effective Time, the approval of a majority of the special committee will Independent Directors shall be required after to authorize (and such authorization shall constitute the acceptance for payment of shares pursuant to our offer and prior to the effective time authorization of the mergerBoard of Directors and no other action on the part of the Company, before Convergent (1including any action by any other director of the Company, shall be required to authorize) amends any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for performance of any obligation or terminates the merger agreement, (2) exercises action hereunder by Parent or waives Merger Sub and any enforcement of or any waiver of compliance with any of its rightsthe agreements or conditions contained herein for the benefit of the Company, benefits any action to seek to enforce any obligations of Parent or remedies Merger Sub under the merger agreement if such exercise this Agreement or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action by the Company’s Board of Directors under or in connection with this Agreement. The Independent Directors shall have full power solely with respect to the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action matters set forth in the previous sentence to be approved by the Independent Directors and in connection herewith the Independent Directors shall be authorized, on behalf of Convergent in connection with and at the merger agreement required expense of the Company, to be taken by Convergent's board of directorsretain one Law firm and other advisors.

Board Representation. The merger agreement provides that (a) Subject to applicable law, promptly after upon the later acceptance for payment of any Shares pursuant to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange ActOffer, and Rule 14f-1 thereunderfrom time to time thereafter as Shares are acquired pursuant to the Offer, our Parent will Merger Subsidiary shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary representation on the board Board of Directors of the Company equal to at least that number of directors on the Company’s Board of Directors which equals the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to this Section and including current directors serving as officers of the merger agreementCompany) multiplied by (ii) the percentage of that the total outstanding aggregate number of shares that we or any affiliate of ours Shares beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is Shares outstanding. The Company shall take all actions necessary to enable such cause Merger Subsidiary’s designees of our Parent to be so elected or appointed to Convergent's board the Company’s Board of directorsDirectors, and Convergent will take all actions available to Convergent to cause such designees including increasing the size of our Parent to be so elected or appointed at that time. At that time, Convergent willthe Board of Directors and/or securing the resignations of incumbent directors (including, if requested necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the Nasdaq National Market listing requirements). Subject to applicable law and to the extent permitted by our Parentthe Nasdaq National Market listing requirements, also take all action necessary to the Company shall cause persons individuals designated by our Parent Merger Subsidiary to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03(a)) to be on (i) each committee of Convergent's board the Board of directors, Directors of the Company and (ii) each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Merger Subsidiary, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a) and shall include in the Schedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. Merger Subsidiary will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. (b) Notwithstanding the provisions of Section 1.03(a), following the election or appointment of Merger Subsidiary’s designees pursuant to Section 1.03(a) and until the Effective Time, the Board of Directors of the Company shall at all times have at least three directors who are directors on the date hereof and who are not employed by the Company and who are not Affiliates, stockholders or employees of Parent or any of its Subsidiaries (the “Independent Directors”); provided that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or similar bodyIndependent Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate, stockholder or employee of each board Parent or any of directorsits Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement; provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within ten Business Days, and further provided that if no such Independent Director is appointed in such time period, Merger Subsidiary shall designate such Independent Director(s), provided further that if no Independent Director then remains, the other directors shall designate three Persons who shall not be Affiliates, stockholders or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. The parties have agreed thatIn all cases, in the event that our Parent's selection of any Independent Directors who are not directors on the date hereof shall be subject to the approval of Merger Subsidiary, not to be unreasonably withheld or delayed. (c) Following the election or appointment of Merger Subsidiary’s designees are elected or appointed pursuant to Convergent's board of directorsSection 1.03(a) and until the Effective Time, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote approval of a majority of the special committee will Independent Directors shall be required after to authorize (and such authorization shall constitute the acceptance for payment of shares pursuant to our offer and prior to the effective time authorization of the mergerBoard of Directors and no other action on the part of the Company, before Convergent (1including any action by any other director of the Company, shall be required to authorize) amends any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors of the Company, any extension of time for performance of any obligation or terminates the merger agreement, (2) exercises action hereunder by Parent or waives Merger Subsidiary and any enforcement of or any waiver of compliance with any of its rightsthe agreements or conditions contained herein for the benefit of the Company, benefits any action to seek to enforce any obligations of Parent or remedies Merger Subsidiary under the merger agreement if such exercise this Agreement or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action by the Company’s Board of Directors under or in connection with this Agreement. The Independent Directors shall have full power solely with respect to the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent matters set forth in connection with the merger agreement required previous sentence to be taken approved by Convergent's board of directorsthe Independent Directors.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase of and payment for any shares Shares by our Acquisition Sub pursuant to the Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors the Company Board as will give our Parent representation on the board is equal to the product of (a) the total number of directors on the board Company Board (after giving effect to the directors elected designated by Parent pursuant to this sentence) and (b) the merger agreement) multiplied percentage that the total votes represented by such number of Shares in the election of directors of the Company so purchased by Acquisition Sub bears to the total votes represented by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially ownsShares outstanding. Convergent willIn furtherance thereof, the Company shall, upon request of our by Parent, use its best efforts promptly either to increase the size of the Company Board and/or exercise its board of directors or best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Parent's designees of our Parent to be elected to the Company Board and shall take all actions to cause Parent's designees to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that timethe Company Board. At that such time, Convergent will, if requested by our Parent, the Company shall also take all action necessary to cause persons designated by our Parent to have constitute at least the same percentage representation (rounded up to the next whole number) as is on the Company Board of (i) each committee of Convergent's board of directorsthe Company Board, (ii) each board of directors (or similar body) of each subsidiary Subsidiary (as defined in Section 10.2 hereof) of Convergentthe Company (each, a "Company Subsidiary") and (iii) each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.similar

Board Representation. The merger agreement provides that (a) Subject to applicable Law and to the extent permitted by the Stock Exchange, promptly after upon the later to occur of (1) the purchase of and payment for any shares by our Acceptance Date, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary representation on the board Board of Directors of the Company equal to the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to the merger agreementthis Section) multiplied by and (ii) the percentage of that the total outstanding number of shares that we or any affiliate Shares beneficially owned by Parent and/or Merger Subsidiary (including all Shares which have been and will be accepted for payment pursuant to Article III) bears to the number of ours beneficially owns. Convergent willShares outstanding, and upon the request of our Parent, use its best efforts the Company shall promptly either to increase the size of the Board of Directors or use its board of directors or reasonable best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable provide Parent with such level of representation (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the Stock Exchange listing requirements) (the date on which the majority of the Company’s directors are designees of our Parent that have been effectively appointed to the Board of Directors of the Company in accordance herewith, the “Board Appointment Date”). Subject to applicable Law, the Company shall use its reasonable best efforts to cause individuals designated by Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 2.3(a)) to be on (i) each committee of Convergent's board the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Parent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 2.3(a) and shall include in the Schedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. (b) Notwithstanding the provisions of Section 2.3(a), following the election or appointment of Parent’s designees pursuant to Section 2.3(a) and until the Effective Time, the Company shall use its reasonable best efforts to cause its Board of Directors to have at least two (2) directors, each board who (i) were directors on the date hereof, (ii) are considered to be independent directors within the meaning of the Stock Exchange listing requirements and applicable Laws, and (iii) are not Affiliates, equityholders or employees of Parent or any of its Subsidiaries or Affiliates (the “Independent Directors”) and at least such number of directors (including the Independent Directors) as may be required by the Stock Exchange listing requirements or similar bodyapplicable Laws, who are considered independent directors within the meaning of such Stock Exchange listing requirements and Laws; provided that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall be independent within the meaning of each subsidiary the Stock Exchange listing requirements and applicable Laws and shall not be an Affiliate, equityholder or employee of ConvergentParent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement; provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and each committee further provided that if no such Independent Directors are appointed in such time period, Parent shall designate such Independent Director(s), provided further that if no Independent Director then remains, the other directors shall designate two (or similar body2) of each board of directors. The parties have agreed that, in Persons who shall be independent within the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members meaning of the special committee Stock Exchange listing requirements and applicable Laws and shall not be Affiliates, equityholders or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. In all cases, the board will remain selection of any Independent Directors who are not directors on Convergent's board the date hereof shall be subject to the approval of directors. The affirmative vote Parent, not to be unreasonably withheld, delayed or conditioned. (c) Following the Board Appointment Date and until the Effective Time, the approval of a majority of the special committee will Independent Directors shall be required after to authorize (and such authorization shall constitute the acceptance for payment authorization of shares the Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company pursuant to our offer Section 8.1, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for performance of any obligation or action hereunder by Parent or Merger Subsidiary and prior to the effective time any enforcement of or any waiver of compliance with any of the mergeragreements or conditions contained herein for the benefit of the Company, before Convergent (1) amends any action to seek to enforce any obligations of Parent or terminates the merger agreement, (2) exercises Merger Subsidiary under this Agreement or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action by the Company’s Board of Directors under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthis Agreement.