Common use of Conditions to the Obligation of Each Party Clause in Contracts

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless The respective obligations of Parent, Merger Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This AgreementNo applicable Law and no temporary restraining order, and the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws. (b) No preliminary or permanent injunction or other orderjudgment, order or decree entered, enacted, promulgated, enforced or ruling issued by a any court or other Governmental EntityEntity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, “Judgments”) shall be and remain in effect that would make which has the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER effect of any of the assets of SCB, illegal or otherwise prevent prohibiting the consummation of the transactions contemplated by this Agreement. (c) All waiversMerger; provided, consentshowever, approvals and actions or non-actions of any Governmental Entity and of any other third that the party required to consummate the transactions contemplated by this Agreement asserting such condition shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely used its reasonable best efforts to prevent the consummation entry of the transactions contemplated hereby or (y) any such Judgment and to appeal as promptly as practicable any such Judgment that may be entered and shall have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.otherwise complied with its obligations set forth herein; (db) The Form S-4 SEC shall have declared the Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or be threatened, threatened in writing by the SEC with respect to the Form S-4 Registration Statement.SEC; (ec) The All material authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting period applicable to periods imposed by, any Governmental Entity, if any, necessary for the consummation of the Merger under the HSR Act, if applicable, shall have been filed, expired or been terminated andobtained, other than those that, individually or in the aggregate, the failure to be filed, expired or obtained would not be reasonably expected to have a Material Adverse Effect on Parent (for purposes of this clause, after giving effect to the Merger); (d) The shares of Parent Common Stock to be issued in the Merger shall have been approved for quotation on NASDAQ, subject to official notice of issuance; (e) Parent shall have received a written opinion of King & Spalding LLP, in form and substance reasonably acceptable to it, dated as of the Closing to the effect that, on the Closing Datebasis of the facts, there representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel to Parent shall not be entitled to rely upon customary assumptions and representations reasonably satisfactory to such counsel, including representations set forth in effect any voluntary agreement between CIBER certificates of officers of Parent, Merger Sub and the Federal Trade Commission or Company, in substantially the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time.forms attached hereto as Exhibits 5.12(c)(1) and 5.12(c)(2); and (f) There The Special Committee shall have received a written opinion of Xxxxxx & Xxxxxxx LLP, in form and substance reasonably acceptable to it, dated as of the Closing to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel to the Special Committee shall be entitled to rely upon customary assumptions and representations reasonably satisfactory to such counsel, including representations set forth in certificates of officers of Parent, Merger Sub and the Company, in substantially the forms attached hereto as Exhibits 5.12(c)(1) and 5.12(c)(2). The condition set forth in this Section 6.1(f) shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit waivable by the consummation Company after receipt of the Merger or any of the other transactions contemplated by this AgreementCompany Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the The respective obligations of each of SCBFoamix, CIBER Menlo and CIBER SUB Menlo Merger Sub to effect the transactions contemplated by this Agreement shall be Merger are subject to the fulfillment at satisfaction or waiver, on or prior to the Closing Date Date, of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement Foamix Shareholder Approval shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws.obtained; (b) The Menlo Stockholder Approval shall have been obtained; (c) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other orderjudgment, order or decree entered, enacted, promulgated, enforced or ruling issued by a any court or other Governmental EntityEntity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, “Judgments”) shall be and remain in effect that would make which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.; (d) The Form S-4 SEC shall have declared the Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement.and remain pending; (e) The shares of Menlo Common Stock to be issued in the Merger and in respect of the Contingent Stock Rights shall have been approved for listing on the Nasdaq, subject to official notice of issuance; (f) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Actany other applicable foreign antitrust, if applicable, competition or similar Law shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time.terminated; (fg) There shall not be pending any suit, action or threatened proceeding by any legal proceeding in which a Governmental Entity is which challenges or is threatened seeks to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of enjoin the Merger or any of the other transactions contemplated by this Agreement; (h) The required conditions set forth in Section 323 of the Companies Law shall have been fulfilled and at least fifty (50) days shall have elapsed after the filing of the Merger Proposal with the Israeli Registrar of Companies and at least the 30-day waiting period shall have elapsed after the Foamix Shareholder Approval; and (i) The ISA No Action Letter has been obtained, or, to the extent that such ISA No Action Letter has not been obtained, either (a) Menlo shall have received a permit from the ISA for a registration statement with respect to the dual listing of the shares of Menlo at the Tel Aviv Stock Exchange and an exemption from the requirement to publish a prospectus in accordance with the Israeli Securities Law, which would also apply to the Merger Consideration or (b) the Israeli Prospectus shall have been published, all pursuant to Section 5.13.

Conditions to the Obligation of Each Party. Unless The respective obligations of the Parent, the Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, Agreement and the consummation of the transactions contemplated by this Agreement Merger shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-lawsRequired Vote. (b) No preliminary All consents, authorizations, orders and approvals of (or permanent injunction filings or other orderregistrations with) any Governmental Entity required in connection with the execution, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by delivery and performance of this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise failure to obtain which would prevent the consummation of the transactions contemplated by this AgreementMerger or have, individually or in the aggregate, a Company Material Adverse Effect or Parent Material Adverse Effect, shall have been obtained without the imposition of any condition (i) having, individually or in the aggregate, a Company Material Adverse Effect or Parent Material Adverse Effect or (ii) requiring the Parent or the Surviving Corporation to effect, or agree to effect, any divestiture (including divestitures of assets of the Parent or the Company) or to take any other action which would reasonably be expected to impair the Parent's ability to achieve in any material respect the overall benefits expected, as of the date hereof, to be realized from the consummation of the Merger. (c) All waiversauthorizations, consents, waivers and approvals and actions from parties to contracts or non-actions other agreements to which any of the Company or the Parent (or their respective subsidiaries) is a party, or by which either is bound, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have, individually or in the aggregate, a Company Material Adverse Effect or Parent Material Adverse Effect, shall have been obtained without the imposition of any condition (i) having, individually or in the aggregate, a Company Material Adverse Effect or Parent Material Adverse Effect or (ii) requiring the Parent or the Surviving Corporation to effect, or agree to effect, any divestiture (including divestitures of assets of the Parent or the Company) or to take any other action which would reasonably be expected to impair the Parent's ability to achieve in any material respect the overall benefits expected, as of the date hereof, to be realized from the consummation of the Merger. (d) Early termination shall have been granted or applicable waiting periods shall have expired under the HSR Act and any other Regulatory Law that imposes such waiting period. (e) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any other third party required way preventing or prohibiting the Merger. (f) The Parent and the Company each shall have obtained the Tax Opinion. (g) The shares of Parent Class B Common Stock to consummate the transactions contemplated by be issued pursuant to this Agreement shall have been obtained and shall not have been reversedauthorized for listing on the NYSE, stayed, enjoined, set aside, annulled or suspended, except for such failures subject to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation official notice of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effectissuance. (dh) The Form S-4 Registration Statement shall be have been declared effective in accordance with by the provisions of SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued, issued by the SEC and no proceeding proceedings for that purpose shall have been initiated or be threatened, threatened by the SEC with respect to the Form S-4 Registration StatementSEC. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless The respective obligations of Parent, Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment all parties at or prior to the Closing Date of the following conditionsEffective Time: (a) This Agreement, Agreement and the consummation of the transactions contemplated by this Agreement Merger shall have been approved and adopted by the requisite vote of the shareholders of SCB Company Stockholders, if and as required by the TBCA DGCL, the Company Certificate of Incorporation and SCB's charter and by-laws.the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order, decree or ruling order issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to competent jurisdiction preventing the consummation of the Merger under (an “Injunction”) shall be in effect; provided, however, that each of the HSR Actparties shall use all commercially reasonable efforts to prevent the entry of any such Injunction and to cause any such Injunction that may be entered to be vacated or otherwise rendered of no effect; (c) No statute, if applicable, rule or regulation shall have expired been enacted or been terminated and, on the Closing Date, there shall not be in effect promulgated by any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is of competent jurisdiction which temporarily, preliminarily or is threatened to become a party permanently restrains, precludes, enjoins or is otherwise involved challenging or seeking to restrain or prohibit prohibits the consummation of the Merger or makes the Merger illegal; (d) All actions by or in respect of or filings with any Governmental Entity required to permit the consummation of the other transactions contemplated by Merger shall have been obtained or made (including the expiration or termination of any applicable waiting period under the HSR Act); (e) Buyer shall have made the Offer on the terms and conditions set forth herein, all conditions of the Offer shall have been fulfilled or waived and Buyer shall have purchased all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Buyer shall be entitled to assert the failure of this condition if, in breach of this Agreement, Buyer fails to purchase any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; and (f) Any “subsequent offering period” as described in Section 1.1(a) shall have expired.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the The respective obligations of each of SCB, CIBER and CIBER SUB party to effect the transactions contemplated by this Agreement Merger shall be subject to the fulfillment at or prior to the Closing Date Effective Time of the following conditions: (a) This Agreement, The Stone Stockholders’ Approval and the consummation of the transactions contemplated by this Agreement shall Wave Stockholders’ Approval must have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-lawsobtained. (b) No preliminary action, suit or permanent proceeding instituted by any Governmental Authority may be pending and no statute, rule, order, decree or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction may be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Transactions; provided, however, that the party seeking to terminate this Agreement pursuant to this subsection (b) must have used all reasonable best efforts to prevent the entry of such injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be must have become effective in accordance with the provisions of the Securities Act, Act and no stop order shall have been issued, suspending the effectiveness of the Registration Statement may be in effect and no proceeding for that such purpose shall have been initiated may be pending before or be threatened, threatened by the SEC with respect SEC. (d) Each of Stone and Wave must have obtained all material permits, authorizations, consents, or approvals required to consummate the Form S-4 Registration StatementTransactions. (e) The waiting period applicable Wave Common Shares to the consummation of be issued in the Merger under the HSR Act, if applicable, shall must have expired or been terminated and, approved for listing on the Closing DateNASDAQ National Market, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department subject to official notice of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of timeissuance. (f) There shall not be pending Any applicable waiting period under the HSR Act must have expired or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the been terminated. (g) The consummation of the Merger Transactions shall not result in a default or any breach of that certain Indenture, dated as of March 27, 1998, by and among Stone, its Subsidiaries that are signatories thereto, and the other transactions contemplated by this Agreementtrustee named therein (as amended or supplemented from time to time); provided, that the parties shall use all reasonable efforts as appropriate to consummate the Transactions without such a breach or default.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the The respective obligations of each of SCB, CIBER and CIBER SUB party to effect the transactions contemplated by this Agreement Merger shall be subject to the fulfillment at or prior to the Closing Date Effective Time of the following conditions: (a) This Agreement, The Target Stockholders’ Approval and the consummation of the transactions contemplated by this Agreement shall Parent Stockholders’ Approval must have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-lawsobtained. (b) No preliminary action, suit or permanent proceeding instituted by any Governmental Authority may be pending and no statute, rule, order, decree or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction may be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Transactions; provided, however, that the party seeking to terminate this Agreement pursuant to this subsection (b) must have used all reasonable best efforts to prevent the entry of such injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be must have become effective in accordance with the provisions of the Securities Act, Act and no stop order shall have been issued, suspending the effectiveness of the Registration Statement may be in effect and no proceeding for that such purpose shall have been initiated may be pending before or be threatened, threatened by the SEC with respect SEC. (d) Each of Target and Parent must have obtained all material permits, authorizations, consents, or approvals required to consummate the Form S-4 Registration StatementTransactions. (e) The waiting period applicable Parent Common Shares to the consummation of be issued in the Merger under the HSR Act, if applicable, shall must have expired or been terminated and, approved for listing on the Closing DateNew York Stock Exchange, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department subject to official notice of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of timeissuance. (f) There shall not be pending Any applicable waiting period under the HSR Act must have expired or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreementbeen terminated.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the obligations of each of SCBALPHANET, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the shareholders of SCB ALPHANET as required by the TBCA NJBCA and SCBALPHANET's charter certificate of incorporation and by-laws. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCBALPHANET, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) to have an SCB ALPHANET Material Adverse Effect or a CIBER Material Adverse Effect. (d) The If any ALPHANET shareholder shall have made and not revoked a Stock Election, the Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless The respective obligations of Parent, Merger Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, Agreement and the consummation of the transactions contemplated by this Agreement Merger shall have been approved and adopted by the requisite vote of the shareholders stockholders of SCB as required by the TBCA and SCB's charter and by-laws.Company; (b) The issuance of Parent Common Stock in connection with the Merger shall have been approved and the Amended Parent Certificate of Incorporation shall have been approved and adopted, in each case, by the requisite votes of the stockholders of Parent; (c) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other order, decree or ruling order issued by a Governmental Entity, nor any statute, rule, regulation court of competent jurisdiction prohibiting or executive order promulgated preventing consummation of the Merger or enacted by any governmental authority, making the Merger illegal shall be in effect that would make effect; (d) The SEC shall have declared the transactions contemplated by this Agreement, including Registration Statement effective and no stop order suspending the holding, directly or indirectly, by CIBER of any effectiveness of the assets of SCBRegistration Statement or any part thereof shall have been issued by the SEC and no proceeding for that purpose, illegal or otherwise prevent the consummation and no similar proceeding in respect of the transactions contemplated Joint Proxy Statement, shall have been initiated or threatened in writing by this Agreement.the SEC; (ce) All waiversThe shares of Parent Common Stock to be issued in the Merger or upon the exercise of Substitute Options or Substitute Warrants shall have been approved for listing on the NYSE, subject to official notice of issuance; (f) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired; and (g) Other than the filing of the Certificate of Merger and filings pursuant to the HSR Act (which are addressed in Section 6.1(f)), all consents, approvals and actions or non-actions of of, filings with and notices to any Governmental Entity and required of Parent or the Company or any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission Company Subsidiaries or the Department of Justice pursuant to which CIBER has agreed not Parent Subsidiaries to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by hereby, the failure of which to be obtained or taken would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect after taking into account the Merger, shall have been obtained. No consents, approvals, actions, filings or notices related to any Antitrust Laws or antitrust requirements of any jurisdiction, except as set forth in Section 6.1(f), shall be a condition to closing under this AgreementSection 6.1(g).

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the obligations of each of SCBALPHANET, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the shareholders of SCB ALPHANET as required by the TBCA NJBCA and SCB's charter ALPHANET’s certificate of incorporation and by-laws. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCBALPHANET, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) to have an SCB ALPHANET Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the The respective obligations of each of SCB, CIBER and CIBER SUB party to effect close the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment at on or prior to the Closing Date of the following conditions: (a) This AgreementNo judgment, and injunction or Order shall be in effect that has the effect of making the Transactions illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement shall Transactions (each party agreeing to use its best efforts, including appeals to higher courts, to have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-lawsany judgment, injunction or Order). (b) No preliminary or permanent injunction or other orderThe Share Consideration must have been approved and admitted for listing on the NYSE AMEX, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER subject to official notice of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreementissuance. (c) All waivers, consents, Any applicable waiting periods and approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger Transactions under the HSR ActCompetition Laws of the jurisdictions described in Section 6.2(c) of the Seller Disclosure Schedule shall have expired, if been terminated or been obtained, as applicable, in each case, without any conditions or terms that, individually or in the aggregate, would result in a material adverse effect on the business, assets or financial condition of Geokinetics and its Subsidiaries together with the Property taken as a whole as constituted after the Closing Date. Any consents, approvals, permits and authorizations required to be obtained prior to the Closing Date under the Competition Laws of any jurisdiction other than as set forth in Section 6.2(c) of the Seller Disclosure Schedule shall have been obtained, and any applicable waiting period shall have expired or been terminated andterminated, except where the failure to comply, individually or in the aggregate, would not result in a material adverse effect on the business, assets or financial condition of Geokinetics and its Subsidiaries together with the Property taken as a whole as constituted after the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the The respective obligations of each of SCB, CIBER and CIBER SUB party to effect the transactions contemplated by this Agreement Merger shall be subject to the fulfillment at or prior to the Closing Date Effective Time of the following conditions: (a) This Agreement, The Target Stockholders’ Approval and the consummation of the transactions contemplated by this Agreement shall Parent Stockholders’ Approval must have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-lawsobtained. (b) No preliminary action, suit or permanent proceeding instituted by any Governmental Authority may be pending and no statute, rule, order, decree or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction may be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Transactions; provided, however, that the party seeking to terminate this Agreement pursuant to this subsection (b) must have used all reasonable best efforts to prevent the entry of such injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be must have become effective in accordance with the provisions of the Securities Act, Act and no stop order shall have been issued, suspending the effectiveness of the Registration Statement may be in effect and no proceeding for that such purpose shall have been initiated may be pending before or be threatened, threatened by the SEC with respect SEC. (d) Each of Target and Parent must have obtained all material permits, authorizations, consents, or approvals required to consummate the Form S-4 Registration StatementTransactions. (e) The waiting period applicable Parent Common Shares to the consummation of be issued in the Merger under and to be issued upon the HSR Act, if applicable, shall exercise of options to purchase Parent Common Shares must have expired or been terminated and, approved and admitted for listing on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of timeNYSE Amex. (f) There Any applicable waiting period under the HSR Act must have expired or been terminated. (g) Prior to or simultaneous with the Effective Time, all indebtedness under Parent’s credit facilities shall not be pending have been repaid or threatened any legal proceeding in which a Governmental Entity is refinanced, or is threatened Parent shall have received consent under such credit facilities to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by enter into this Agreement. (h) Prior to or simultaneous with the Effective Time, all indebtedness under Target’s credit facility shall have been repaid or refinanced, or Target shall have received consent under such credit facility to enter into this Agreement.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the The respective obligations of each of SCB, CIBER and CIBER SUB party hereto to effect the transactions contemplated by this Agreement Merger shall be subject to the fulfillment at satisfaction, or waiver by each of the Company, Otonomo and Merger Sub, in each case on or prior to the Closing Date Date, of the following conditions: (a) This AgreementThe Otonomo Shareholder Approval, the Merger Sub Shareholder Approval and the consummation of the transactions contemplated by this Agreement Company Stockholder Consent shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws.obtained; (b) No preliminary applicable Law and no Governmental Order entered, enacted, promulgated, enforced or permanent injunction issued by any court or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, Authority of competent jurisdiction shall be in effect that would make which has the effect of prohibiting, preventing, restraining or making illegal the consummation of the Merger or the other transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement.; (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement The SEC shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent declared the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect and remain pending; (d) The shares of Common Stock and Assumed Company Warrants to be issued as consideration in the Form S-4 Registration Statement.Merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance; (e) The waiting period applicable Any consents, filings or approvals that the parties agree pursuant to Section 5.5(a) are necessary to be obtained prior to the consummation of the Merger under and the HSR Act, if applicable, other transactions contemplated by this Agreement shall have been obtained or the applicable waiting period shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time.terminated; (f) Without prejudice to the generality of Section 6.1(e) above, the Secretary of State for Business, Energy & Industrial Strategy shall have: (i) confirmed that no further action will be taken in relation to the Merger, (ii) made a final order in relation to the Merger pursuant to section 26(1)(a) of the NSIA 2021 allowing the Merger to proceed and, to the extent relevant, all conditions, provision or obligations contained in such final order necessary for completion of the Merger having been satisfied or complied with, or (iii) provided a written notice to the Company or Otonomo that the NSIA 2021 does not apply to the Merger; (g) There shall not be pending any Action by any Governmental Authority which challenges or threatened any legal proceeding in which a Governmental Entity is or is threatened seeks to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of enjoin the Merger or any of the other transactions contemplated by this Agreement; (h) The required conditions set forth in Section 323 of the Companies Law shall have been fulfilled and (i) at least fifty (50) days shall have elapsed after the filing of the Merger Proposal with the Israeli Registrar of Companies and (ii) at least thirty (30) days shall have elapsed after the Otonomo Shareholder Approval and the Merger Sub Shareholder Approval; (i) The ISA No Action Letter shall have been obtained pursuant to Section 5.13; (j) Either the 104H Tax Ruling and the Withholding Tax Ruling (if not incorporated as part of the 104H Tax Ruling) shall have been obtained, or the 104H Interim Ruling and the Withholding Tax Ruling (if not incorporated as part of the 104H Tax Ruling) shall have been obtained; (k) The 102 Tax Ruling shall have been obtained; and (l) The Exchange Ratio shall have been finally determined in accordance with Section 5.24.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the The respective obligations of each of SCB, CIBER and CIBER SUB party hereto to effect the transactions contemplated by this Agreement Mergers shall be subject to the fulfillment at satisfaction, or waiver by each of Holdco, Wejo, TKB, Merger Sub 1 and Merger Sub 2, in each case on or prior to the Closing Date Date, of the following conditions: (a) This AgreementThe Extension Approval shall have been obtained; (b) The TKB Shareholder Approval shall have been obtained; (c) The Wejo Shareholder Approval shall have been obtained; (d) No applicable Law and no Governmental Order entered, and enacted, promulgated, enforced or issued by any court or other Governmental Authority of competent jurisdiction shall be in effect which has the effect of prohibiting, preventing, restraining or making illegal the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by Mergers or the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement.; (ce) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement The SEC shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent declared the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time.remain pending; (f) The Holdco Common Shares, Wejo Assumed Warrants and TKB Assumed Warrants, to be issued as consideration in the Mergers shall have been approved for listing on Nasdaq, subject to official notice of issuance; (g) There shall not be pending any Action by any Governmental Authority which challenges or threatened any legal proceeding in which a Governmental Entity is seeks to enjoin the Mergers or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless The respective obligations of Parent, Merger Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, Agreement and the consummation of the transactions contemplated by this Agreement Merger shall have been approved and adopted by the requisite vote of Parent's stockholders and the Company's shareholders under the DGCL, the MBCA, the Parent Certificate of SCB as required by Incorporation, the TBCA Parent Bylaws, the Company Articles of Incorporation and SCB's charter and by-laws.the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order, decree or ruling order issued by a any court of competent jurisdiction or other Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent Entity preventing the consummation of the transactions contemplated by Merger shall be in effect; provided, however, that the parties invoking this Agreement.condition shall use all commercially reasonable efforts to have any such order or injunction vacated; (c) All waivers, consents, approvals The waiting period (and actions or non-actions of any Governmental Entity and of any other third party required extension thereof) applicable to consummate the transactions contemplated by this Agreement Merger under the HSR Act shall have been obtained and terminated or shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.expired; (d) Parent shall have received from King & Spalding LLP, counsel to Parent, on the date on which the Form S-4 is declared effective by the SEC and on the Closing Date, a written opinion dated as of such date to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code for federal income tax purposes, and in rendering such opinion, King & Spalding LLP shall be entitled to rely on the representations set forth in the Representation Letters; (e) The Company shall have received from Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A., counsel to the Company, on the date on which the Form S-4 is declared effective by the SEC and on the Closing Date, a written opinion dated as of such date to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code for federal income tax purposes, and in rendering such opinion, Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A., shall be entitled to rely on the representations set forth in the Representation Letters; (f) The Company shall have obtained the consent to the Merger from all of the parties to the agreements listed in Section 8.4(f) of the Company Disclosure Letter and shall have obtained all other consents from third parties, except where the failure to do so would not be reasonably expected to result, individually or in the aggregate, in a Company Material Adverse Effect; (g) Parent shall have obtained the consent to the Merger from all of the parties to the agreements listed in Section 5.5 of the Parent Disclosure Letter and shall have obtained all other consents from third parties, except where the failure to do so would not be reasonably expected to result, individually or in the aggregate, in a Parent Material Adverse Effect; (h) The Form S-4 Registration Statement shall be have been declared effective in accordance with by the provisions of SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued, issued by the SEC and no proceeding proceedings for that purpose and no similar proceedings in respect of the Joint Proxy Statement/Prospectus shall have been initiated or be threatened, threatened by the SEC with respect SEC; and (i) There shall be no Law enacted, entered, enforced or deemed applicable to the Form S-4 Registration Statement. (e) The waiting period applicable to Merger, which makes the consummation of the Merger under the HSR Act, if applicable, shall have expired illegal or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit prohibits the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger.

Conditions to the Obligation of Each Party. Unless The respective obligations of Parent, Merger Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, Agreement and the consummation of the transactions contemplated by this Agreement Merger shall have been approved and adopted by the requisite vote of Parent’s stockholders and the Company’s shareholders under the DGCL, the MBCA, the Parent Certificate of SCB as required by Incorporation, the TBCA Parent Bylaws, the Company Articles of Incorporation and SCB's charter and by-laws.the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order, decree or ruling order issued by a any court of competent jurisdiction or other Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent Entity preventing the consummation of the transactions contemplated by Merger shall be in effect; provided, however, that the parties invoking this Agreement.condition shall use all commercially reasonable efforts to have any such order or injunction vacated; (c) All waivers, consents, approvals The waiting period (and actions or non-actions of any Governmental Entity and of any other third party required extension thereof) applicable to consummate the transactions contemplated by this Agreement Merger under the HSR Act shall have been obtained and terminated or shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.expired; (d) Parent shall have received from King & Spalding LLP, counsel to Parent, on the date on which the Form S-4 is declared effective by the SEC and on the Closing Date, a written opinion dated as of such date to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code for federal income tax purposes, and in rendering such opinion, King & Spalding LLP shall be entitled to rely on the representations set forth in the Representation Letters; (e) The Company shall have received from Gxxx, Plant, Mxxxx, Mxxxx & Bxxxxxx, P.A., counsel to the Company, on the date on which the Form S-4 is declared effective by the SEC and on the Closing Date, a written opinion dated as of such date to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code for federal income tax purposes, and in rendering such opinion, Gxxx, Plant, Mxxxx, Mxxxx & Bxxxxxx, P.A., shall be entitled to rely on the representations set forth in the Representation Letters; (f) The Company shall have obtained the consent to the Merger from all of the parties to the agreements listed in Section 8.4(f) of the Company Disclosure Letter and shall have obtained all other consents from third parties, except where the failure to do so would not be reasonably expected to result, individually or in the aggregate, in a Company Material Adverse Effect; (g) Parent shall have obtained the consent to the Merger from all of the parties to the agreements listed in Section 5.5 of the Parent Disclosure Letter and shall have obtained all other consents from third parties, except where the failure to do so would not be reasonably expected to result, individually or in the aggregate, in a Parent Material Adverse Effect; (h) The Form S-4 Registration Statement shall be have been declared effective in accordance with by the provisions of SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued, issued by the SEC and no proceeding proceedings for that purpose and no similar proceedings in respect of the Joint Proxy Statement/Prospectus shall have been initiated or be threatened, threatened by the SEC with respect SEC; and (i) There shall be no Law enacted, entered, enforced or deemed applicable to the Form S-4 Registration Statement. (e) The waiting period applicable to Merger, which makes the consummation of the Merger under the HSR Act, if applicable, shall have expired illegal or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit prohibits the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the obligations of each of SCB, CIBER ARIS and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the shareholders of SCB ARIS as required by the TBCA WBCA and SCB's charter its articles of incorporation and by-laws. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCBARIS, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) to have an SCB a ARIS Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time; any similar waiting period under any applicable foreign antitrust law or regulation shall have expired or been terminated; and any Consent required under any applicable foreign antitrust law or regulation shall have been obtained. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.. Section

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the The respective obligations of each of SCBthe Company, CIBER Parent and CIBER SUB Merger Sub to effect the transactions contemplated by this Agreement shall be Merger are subject to the fulfillment at satisfaction or waiver, on or prior to the Closing Date Date, of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement The Company Stockholder Approval shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws.obtained; (b) The Parent Stockholder Approval shall have been obtained; (c) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other orderjudgment, order or decree entered, enacted, promulgated, enforced or ruling issued by a any court or other Governmental EntityEntity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, “Judgments”) shall be and remain in effect that would make which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, including however, that, subject to Section 5.5, the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement asserting such condition shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely used its reasonable best efforts to prevent the consummation entry of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.any such Judgment and to appeal as promptly as practicable any such Judgment that may be entered; (d) The Form S-4 SEC shall have declared the Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or, to the knowledge of Parent or be threatenedthe Company, threatened by the SEC with respect to the Form S-4 Registration Statement.SEC; (e) The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance; (f) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR ActAct and any other applicable foreign antitrust, if applicable, competition or similar Law shall have expired or been terminated terminated; and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (fg) There shall not be pending or threatened any legal suit, action or proceeding in which a by any Governmental Entity is which challenges or is threatened seeks to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of enjoin the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless The respective obligations of Parent, Merger Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, Agreement and the consummation of the transactions contemplated by this Agreement hereby (including, without limitation the Merger) shall have been approved and adopted by the requisite vote of the shareholders holders of SCB as required the Company Common Stock, and the charter amendment and the share issuance contemplated hereby shall have been approved and adopted by the TBCA and SCB's charter and by-laws.requisite vote of the holders of the Parent Common Stock; (b) No temporary restraining order, preliminary or permanent injunction or other order, decree or ruling order issued by a Governmental Entityany court of competent jurisdiction or other legal restraint or prohibition (including, nor any statute, rule, regulation regulation, injunction, order or executive order promulgated decree proposed, enacted, enforced, promulgated, issued or enacted deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent Governmental Entity) preventing the consummation of the transactions contemplated by Merger shall be in effect; PROVIDED, HOWEVER, that the parties invoking this Agreement.condition shall use all commercially reasonable efforts to have any such order or injunction vacated; (c) All waivers, consents, approvals and actions by or non-actions in respect of or filings with any Governmental Entity and of any other third party required to consummate permit the transactions contemplated by this Agreement consummation of the Merger shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval made (including the expiration or action which would not (x) be reasonably likely to prevent termination of any applicable waiting period under the consummation of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.HSR Act); (d) The Form S-4 Registration Statement shall be have been declared and shall remain effective in accordance with by the provisions of SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued, issued by the SEC and no proceeding proceedings for that purpose shall have been initiated or be threatened, threatened by the SEC with respect to the Form S-4 Registration Statement.SEC; (e) The waiting period applicable Parent shall have entered into a credit facility providing substantially the same amount of financing as that provided in the financing commitment letter previously provided by Parent to the consummation Company or such lesser amount of financing as otherwise mutually acceptable to Parent and the Merger under the HSR Act, if applicable, Company. (f) Parent shall have expired or been terminated andreceived from Clifford Chance US LLP, counsel to Parent, on the date on which the Foxx X-0 xs declared effective by the SEC and on the Closing Date, there a written opinion substantially in the form of EXHIBIT C dated as of such date to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code for federal income tax purposes. In rendering such opinion, counsel to Parent shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of EXHIBITS D AND F contained in representation letters of each of Parent and the Company dated as of or immediately prior to the date on which each opinion is given; (g) The Company shall have received from Morgan, Lewis & Bockius LLP, counsel to the Company, on the date on whxxx xxx Xxxx S-4 is declared effective by the SEC and on the Closing Date, a written opinion substantially in the form of EXHIBIT E dated as of such date to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code for federal income tax purposes. In rendering such opinion, counsel to the Company shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of EXHIBITS D AND F contained in representation letters of each of Parent and the Company dated as of or immediately prior to the date on which each opinion is given; (h) The Company shall have obtained the consent to the Merger from all of the parties to the agreements listed in SECTION 8.1(H) OF THE COMPANY DISCLOSURE LETTER and shall have obtained all other consents from third parties, except where the failure to do so would not be reasonably expected to result, individually or in effect any voluntary agreement between CIBER and the Federal Trade Commission or aggregate, in a Company Material Adverse Effect; and (i) Parent shall have obtained the Department of Justice pursuant consent to which CIBER has agreed not to consummate the Merger for a period from all of time. (fthe parties to the agreements listed in SECTION 8.1(I) There OF THE PARENT DISCLOSURE LETTER and shall have obtained all other consents from third parties, except where the failure to do so would not be pending reasonably expected to result, individually or threatened any legal proceeding in which the aggregate, in a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this AgreementParent Material Adverse Effect.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the obligations of each of SCBALPHANET, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the shareholders of SCB ALPHANET as required by the TBCA NJBCA and SCB's charter ALPHANET’s certificate of incorporation and by-laws. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCBALPHANET, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) to have an SCB ALPHANET Material Adverse Effect or a CIBER Material Adverse Effect. (d) The If any ALPHANET shareholder shall have made and not revoked a Stock Election, the Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the obligations of each of SCB, CIBER ARIS and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the shareholders of SCB ARIS as required by the TBCA WBCA and SCB's charter its articles of incorporation and by-laws. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCBARIS, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) to have an SCB a ARIS Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time; any similar waiting period under any applicable foreign antitrust law or regulation shall have expired or been terminated; and any Consent required under any applicable foreign antitrust law or regulation shall have been obtained. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless The respective obligations of Global, Crown and Merger Sub to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement The Global Stockholder Approval shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws.obtained; (b) The Crown Stockholder Approval shall have been obtained; (c) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other orderjudgment, order or decree entered, enacted, promulgated, enforced or ruling issued by a any court or other Governmental EntityEntity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, “Judgments”) shall be and remain in effect that would make which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, including however, that, subject to Section 5.5, the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement asserting such condition shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely used its reasonable best efforts to prevent the consummation entry of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.any such Judgment and to appeal as promptly as practicable any such Judgment that may be entered; (d) The Form S-4 SEC shall have declared the Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or be threatened, threatened in writing by the SEC with respect to the Form S-4 Registration Statement.SEC; (e) The shares of Crown Common Stock to be issued pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (f) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR ActAct and any other applicable foreign antitrust, if applicable, competition or similar Law shall have expired or earlier been terminated andterminated. Any consents, approvals and filings under any foreign antitrust, competition or similar Law, the absence of which would prohibit the consummation of Merger or is reasonably expected to have a Material Adverse Effect on the Closing DateCrown, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission have been obtained or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time.made; (fg) The parties shall have obtained the necessary FCC approval of applications to transfer to the Surviving Company control over FCC licenses currently held or controlled by Global; and (h) There shall not be pending or threatened any legal suit, action or proceeding in which a by any Governmental Entity is or is threatened to become a party or is otherwise involved challenging or (i) seeking to restrain prohibit or prohibit limit the consummation ownership or operation by Global, Crown or any of their respective Subsidiaries of any material portion of the business or assets of Global, Crown or any of their respective Subsidiaries, or to compel Global, Crown or any of their respective Subsidiaries to dispose of or hold separate any material portion of the business or assets of Global, Crown or any of their respective Subsidiaries, as a result of the Merger or any of the other transactions transaction contemplated by this Agreement, (ii) seeking to impose limitations on the ability of Crown to acquire or hold, or exercise full rights of ownership of, any shares of Global Common Stock, including the right to vote Global Common Stock purchased by it on all matters properly presented to the stockholders of Global, (iii) seeking to prohibit Crown or any of its Subsidiaries from effectively controlling in any material respect the business or operations of Global and the Global Subsidiaries or (iv) which otherwise is reasonably likely to have a Material Adverse Effect on Global or Crown.

Conditions to the Obligation of Each Party. Unless The respective obligations of ATC, Merger Sub and SpectraSite to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement The SpectraSite Stockholder Approval shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws.obtained; (b) The ATC Stockholder Approval shall have been obtained; (c) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other orderjudgment, order or decree entered, enacted, promulgated, enforced or ruling issued by a any court or other Governmental EntityEntity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, “Judgments”) shall be and remain in effect that would make which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, including however, that the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement asserting such condition shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely used its reasonable best efforts to prevent the consummation entry of the transactions contemplated hereby or (y) any such Judgment and to appeal as promptly as practicable any such Judgment that may be entered and shall have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.otherwise complied with its obligations set forth herein; (d) The Form S-4 SEC shall have declared the Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or be threatened, threatened in writing by the SEC with respect to the Form S-4 Registration Statement.SEC; (e) The shares of ATC Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, Act shall have expired or earlier been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of timeterminated. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless The respective obligations of Global, Crown and Merger Sub to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement The Global Stockholder Approval shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws.obtained; (b) The Crown Stockholder Approval shall have been obtained; (c) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other orderjudgment, order or decree entered, enacted, promulgated, enforced or ruling issued by a any court or other Governmental EntityEntity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, "Judgments") shall be and remain in effect that would make which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, including however, that, subject to Section 5.5, the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement asserting such condition shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely used its reasonable best efforts to prevent the consummation entry of the transactions contemplated hereby or (y) have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.any such Judgment and to appeal as promptly as practicable any such Judgment that may be entered; (d) The Form S-4 SEC shall have declared the Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or be threatened, threatened in writing by the SEC with respect to the Form S-4 Registration Statement.SEC; (e) The shares of Crown Common Stock to be issued pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (f) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR ActAct and any other applicable foreign antitrust, if applicable, competition or similar Law shall have expired or earlier been terminated andterminated. Any consents, approvals and filings under any foreign antitrust, competition or similar Law, the absence of which would prohibit the consummation of Merger or is reasonably expected to have a Material Adverse Effect on the Closing DateCrown, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission have been obtained or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time.made; (fg) The parties shall have obtained the necessary FCC approval of applications to transfer to the Surviving Company control over FCC licenses currently held or controlled by Global; and (h) There shall not be pending or threatened any legal suit, action or proceeding in which a by any Governmental Entity is or is threatened to become a party or is otherwise involved challenging or (i) seeking to restrain prohibit or prohibit limit the consummation ownership or operation by Global, Crown or any of their respective Subsidiaries of any material portion of the business or assets of Global, Crown or any of their respective Subsidiaries, or to compel Global, Crown or any of their respective Subsidiaries to dispose of or hold separate any material portion of the business or assets of Global, Crown or any of their respective Subsidiaries, as a result of the Merger or any of the other transactions transaction contemplated by this Agreement, (ii) seeking to impose limitations on the ability of Crown to acquire or hold, or exercise full rights of ownership of, any shares of Global Common Stock, including the right to vote Global Common Stock purchased by it on all matters properly presented to the stockholders of Global, (iii) seeking to prohibit Crown or any of its Subsidiaries from effectively controlling in any material respect the business or operations of Global and the Global Subsidiaries or (iv) which otherwise is reasonably likely to have a Material Adverse Effect on Global or Crown.

Conditions to the Obligation of Each Party. Unless waived in writing by the parties, the obligations of each of SCBALPHANET, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the shareholders of SCB ALPHANET as required by the TBCA NJBCA and SCBALPHANET's charter certificate of incorporation and by-laws. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the assets of SCBALPHANET, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) be reasonably likely to prevent the consummation of the transactions contemplated hereby or (y) to have an SCB ALPHANET Material Adverse Effect or a CIBER Material Adverse Effect. (d) The Form S-4 Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued, and no proceeding for that purpose shall have been initiated or be threatened, by the SEC with respect to the Form S-4 Registration Statement. (e) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of time. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Conditions to the Obligation of Each Party. Unless The respective obligations of ATC, Merger Sub and SpectraSite to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by the all parties, the obligations of each of SCB, CIBER and CIBER SUB to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement, and the consummation of the transactions contemplated by this Agreement The SpectraSite Stockholder Approval shall have been approved and adopted by the requisite vote of the shareholders of SCB as required by the TBCA and SCB's charter and by-laws.obtained; (b) The ATC Stockholder Approval shall have been obtained; (c) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other orderjudgment, order or decree entered, enacted, promulgated, enforced or ruling issued by a any court or other Governmental EntityEntity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, "JUDGMENTS") shall be and remain in effect that would make which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; PROVIDED, including HOWEVER, that the holding, directly or indirectly, by CIBER of any of the assets of SCB, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement. (c) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement asserting such condition shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not (x) be reasonably likely used its reasonable best efforts to prevent the consummation entry of the transactions contemplated hereby or (y) any such Judgment and to appeal as promptly as practicable any such Judgment that may be entered and shall have an SCB Material Adverse Effect or a CIBER Material Adverse Effect.otherwise complied with its obligations set forth herein; (d) The Form S-4 SEC shall have declared the Registration Statement shall be effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, issued by the SEC and no proceeding for that purpose shall have been initiated or be threatened, threatened in writing by the SEC with respect to the Form S-4 Registration Statement.SEC; (e) The shares of ATC Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) The waiting period applicable to the consummation of the Merger under the HSR Act, if applicable, Act shall have expired or earlier been terminated and, on the Closing Date, there shall not be in effect any voluntary agreement between CIBER and the Federal Trade Commission or the Department of Justice pursuant to which CIBER has agreed not to consummate the Merger for a period of timeterminated. (f) There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement.