Common use of Proxy Material; Shareholder Meeting Clause in Contracts

Proxy Material; Shareholder Meeting. (a) SCB shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of SCB Common Stock to vote on a proposal to adopt this Agreement (the "SCB Shareholders' Meeting"). The SCB Shareholders' Meeting shall be held (on a date selected by SCB in consultation with CIBER) as promptly as practicable. SCB shall ensure that all proxies solicited in connection with the SCB Shareholders' Meeting are solicited in compliance with all applicable Legal Requirements. (b) The Proxy Statement/Prospectus shall include a statement to the effect that the board of directors of SCB (the "SCB Board") recommends that SCB's shareholders vote to adopt this Agreement at the SCB Shareholders' Meeting (the recommendation of the SCB Board that SCB's shareholders vote to adopt this Agreement being referred to as the "SCB Board Recommendation"). The SCB Board Recommendation shall not be withdrawn or modified in a manner adverse to CIBER, and no resolution by the SCB Board or any committee thereof to withdraw or modify the SCB Board Recommendation in a manner adverse to CIBER shall be adopted or proposed, except that nothing contained in this Section 5.3(b) shall prohibit the SCB Board or any committee thereof from taking any such action not otherwise in violation of this Agreement where the SCB Board determines, after consultation with its independent legal counsel, that applicable case law or fiduciary obligations require such action, in which case CIBER shall be given prompt notice of such determination. (c) SCB's obligation to call, give notice of and hold the SCB Shareholders' Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Acquisition Proposal. (d) Should the Proxy Statement/Prospectus be selected for review by the SEC, then each of SCB and CIBER shall have the right to participate in the review process by, without limitation, (i) receiving both written and oral SEC comments, (ii) participating in the drafting of comment responses, and (iii) approving the final response letter and any and all amendments to the Proxy Statement/Prospectus.

Proxy Material; Shareholder Meeting. (a) SCB ALPHANET shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of SCB ALPHANET Common Stock to vote on a proposal to adopt this Agreement (the "SCB Shareholders' ALPHANET Shareholders Meeting"). The SCB Shareholders' ALPHANET Shareholders Meeting shall be held (on a date selected by SCB ALPHANET in consultation with CIBER) as promptly as practicable. SCB ALPHANET shall ensure that all proxies solicited in connection with the SCB Shareholders' ALPHANET Shareholders Meeting are solicited in compliance with all applicable Legal Requirements. (b) The Proxy Statement/Prospectus shall include a statement to the effect that the board of directors of SCB (the "SCB Board") ALPHANET recommends that SCBALPHANET's shareholders vote to adopt this Agreement at the SCB Shareholders' ALPHANET Shareholders Meeting (the recommendation of the SCB Board ALPHANET's board of directors that SCBALPHANET's shareholders vote to adopt this Agreement being referred to as the "SCB ALPHANET Board Recommendation"). The SCB , and the ALPHANET Board Recommendation shall not be withdrawn or modified in a manner adverse to CIBER, and no resolution by the SCB Board board of directors of ALPHANET or any committee thereof to withdraw or modify the SCB ALPHANET Board Recommendation in a manner adverse to CIBER shall be adopted or proposed, except that nothing contained in this Section 5.3(b) shall prohibit the SCB Board proposed and no action or any committee thereof from taking any such action not otherwise in violation of this Agreement where the SCB Board determines, after consultation with its independent legal counsel, that applicable case law or fiduciary obligations require such action, in which case CIBER statement shall be given prompt notice taken or made in connection with the ALPHANET Shareholders Meeting inconsistent with such recommendation (collectively, a "Change in ALPHANET Recommendation"); provided that the ALPHANET board of such determinationdirectors may make a Change in ALPHANET Recommendation pursuant to Section 5.8 hereof. (c) SCBALPHANET's obligation to call, give notice of and hold the SCB Shareholders' ALPHANET Shareholders Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Proposal or other Acquisition Proposal, or by any Change in ALPHANET Recommendation; provided that this Agreement shall not be required to be submitted at the ALPHANET Shareholders Meeting if this Agreement has been terminated pursuant to Section 7.1 hereof. (d) Should the Proxy Statement/Prospectus be selected for review by the SEC, then each of SCB ALPHANET and CIBER shall have the right to participate in the review process by, without limitation, (i) receiving both written and oral SEC comments, (ii) participating in the drafting of comment responses, and (iii) approving the final response letter and any and all amendments to the Proxy Statement/Prospectus.

Proxy Material; Shareholder Meeting. (a) SCB ALPHANET shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of SCB ALPHANET Common Stock to vote on a proposal to adopt this Agreement (the "SCB Shareholders' “ALPHANET Shareholders Meeting"”). The SCB Shareholders' ALPHANET Shareholders Meeting shall be held (on a date selected by SCB ALPHANET in consultation with CIBER) as promptly as practicable. SCB ALPHANET shall ensure that all proxies solicited in connection with the SCB Shareholders' ALPHANET Shareholders Meeting are solicited in compliance with all applicable Legal Requirements. (b) The Proxy Statement/Prospectus Statement shall include a statement to the effect that the board of directors of SCB (the "SCB Board") ALPHANET recommends that SCB's ALPHANET’s shareholders vote to adopt this Agreement at the SCB Shareholders' ALPHANET Shareholders Meeting (the recommendation of the SCB Board ALPHANET’s board of directors that SCB's ALPHANET’s shareholders vote to adopt this Agreement being referred to as the "SCB “ALPHANET Board Recommendation"”). The SCB , and the ALPHANET Board Recommendation shall not be withdrawn or modified in a manner adverse to CIBER, and no resolution by the SCB Board board of directors of ALPHANET or any committee thereof to withdraw or modify the SCB ALPHANET Board Recommendation in a manner adverse to CIBER shall be adopted or proposed, except that nothing contained in this Section 5.3(b) shall prohibit the SCB Board proposed and no action or any committee thereof from taking any such action not otherwise in violation of this Agreement where the SCB Board determines, after consultation with its independent legal counsel, that applicable case law or fiduciary obligations require such action, in which case CIBER statement shall be given prompt notice taken or made in connection with the ALPHANET Shareholders Meeting inconsistent with such recommendation (collectively, a “Change in ALPHANET Recommendation”); provided that the ALPHANET board of such determinationdirectors may make a Change in ALPHANET Recommendation pursuant to Section 5.8 hereof. (c) SCB's ALPHANET’s obligation to call, give notice of and hold the SCB Shareholders' ALPHANET Shareholders Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Proposal or other Acquisition Proposal, or by any Change in ALPHANET Recommendation; provided that this Agreement shall not be required to be submitted at the ALPHANET Shareholders Meeting if this Agreement has been terminated pursuant to Section 7.1 hereof. (d) Should the Proxy Statement/Prospectus Statement be selected for review by the SEC, then each of SCB ALPHANET and CIBER shall have the right to participate in the review process by, without limitation, (i) receiving both written and oral SEC comments, (ii) participating in the drafting of comment responses, and (iii) approving the final response letter and any and all amendments to the Proxy Statement/Prospectus.

Proxy Material; Shareholder Meeting. (a) SCB ALPHANET shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of SCB ALPHANET Common Stock to vote on a proposal to adopt this Agreement (the "SCB Shareholders' ALPHANET Shareholders Meeting"). The SCB Shareholders' ALPHANET Shareholders Meeting shall be held (on a date selected by SCB ALPHANET in consultation with CIBER) as promptly as practicable. SCB ALPHANET shall ensure that all proxies solicited in connection with the SCB Shareholders' ALPHANET Shareholders Meeting are solicited in compliance with all applicable Legal Requirements. (b) The Proxy Statement/Prospectus Statement shall include a statement to the effect that the board of directors of SCB (the "SCB Board") ALPHANET recommends that SCBALPHANET's shareholders vote to adopt this Agreement at the SCB Shareholders' ALPHANET Shareholders Meeting (the recommendation of the SCB Board ALPHANET's board of directors that SCBALPHANET's shareholders vote to adopt this Agreement being referred to as the "SCB ALPHANET Board Recommendation"). The SCB , and the ALPHANET Board Recommendation shall not be withdrawn or modified in a manner adverse to CIBER, and no resolution by the SCB Board board of directors of ALPHANET or any committee thereof to withdraw or modify the SCB ALPHANET Board Recommendation in a manner adverse to CIBER shall be adopted or proposed, except that nothing contained in this Section 5.3(b) shall prohibit the SCB Board proposed and no action or any committee thereof from taking any such action not otherwise in violation of this Agreement where the SCB Board determines, after consultation with its independent legal counsel, that applicable case law or fiduciary obligations require such action, in which case CIBER statement shall be given prompt notice taken or made in connection with the ALPHANET Shareholders Meeting inconsistent with such recommendation (collectively, a "Change in ALPHANET Recommendation"); provided that the ALPHANET board of such determinationdirectors may make a Change in ALPHANET Recommendation pursuant to Section 5.8 hereof. (c) SCBALPHANET's obligation to call, give notice of and hold the SCB Shareholders' ALPHANET Shareholders Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Proposal or other Acquisition Proposal, or by any Change in ALPHANET Recommendation; provided that this Agreement shall not be required to be submitted at the ALPHANET Shareholders Meeting if this Agreement has been terminated pursuant to Section 7.1 hereof. (d) Should the Proxy Statement/Prospectus Statement be selected for review by the SEC, then each of SCB ALPHANET and CIBER shall have the right to participate in the review process by, without limitation, (i) receiving both written and oral SEC comments, (ii) participating in the drafting of comment responses, and (iii) approving the final response letter and any and all amendments to the Proxy Statement/Prospectus.

Proxy Material; Shareholder Meeting. (a) SCB ALPHANET shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of SCB ALPHANET Common Stock to vote on a proposal to adopt this Agreement (the "SCB Shareholders' “ALPHANET Shareholders Meeting"”). The SCB Shareholders' ALPHANET Shareholders Meeting shall be held (on a date selected by SCB ALPHANET in consultation with CIBER) as promptly as practicable. SCB ALPHANET shall ensure that all proxies solicited in connection with the SCB Shareholders' ALPHANET Shareholders Meeting are solicited in compliance with all applicable Legal Requirements. (b) The Proxy Statement/Prospectus shall include a statement to the effect that the board of directors of SCB (the "SCB Board") ALPHANET recommends that SCB's ALPHANET’s shareholders vote to adopt this Agreement at the SCB Shareholders' ALPHANET Shareholders Meeting (the recommendation of the SCB Board ALPHANET’s board of directors that SCB's ALPHANET’s shareholders vote to adopt this Agreement being referred to as the "SCB “ALPHANET Board Recommendation"”). The SCB , and the ALPHANET Board Recommendation shall not be withdrawn or modified in a manner adverse to CIBER, and no resolution by the SCB Board board of directors of ALPHANET or any committee thereof to withdraw or modify the SCB ALPHANET Board Recommendation in a manner adverse to CIBER shall be adopted or proposed, except that nothing contained in this Section 5.3(b) shall prohibit the SCB Board proposed and no action or any committee thereof from taking any such action not otherwise in violation of this Agreement where the SCB Board determines, after consultation with its independent legal counsel, that applicable case law or fiduciary obligations require such action, in which case CIBER statement shall be given prompt notice taken or made in connection with the ALPHANET Shareholders Meeting inconsistent with such recommendation (collectively, a “Change in ALPHANET Recommendation”); provided that the ALPHANET board of such determinationdirectors may make a Change in ALPHANET Recommendation pursuant to Section 5.8 hereof. (c) SCB's ALPHANET’s obligation to call, give notice of and hold the SCB Shareholders' ALPHANET Shareholders Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Proposal or other Acquisition Proposal, or by any Change in ALPHANET Recommendation; provided that this Agreement shall not be required to be submitted at the ALPHANET Shareholders Meeting if this Agreement has been terminated pursuant to Section 7.1 hereof. (d) Should the Proxy Statement/Prospectus be selected for review by the SEC, then each of SCB ALPHANET and CIBER shall have the right to participate in the review process by, without limitation, (i) receiving both written and oral SEC comments, (ii) participating in the drafting of comment responses, and (iii) approving the final response letter and any and all amendments to the Proxy Statement/Prospectus.