Common use of Offer Documents; Proxy Statement Clause in Contracts

Offer Documents; Proxy Statement. None of the information supplied by or on behalf of UMI or MergerSub for inclusion in the Schedule TO, the Schedule 14D-9 or the Proxy Statement (the "UMI INFORMATION"), will, at the time the Schedule TO, the Schedule 14D-9 or the Proxy Statement, as the case may be, is filed with the SEC or sent to shareholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Offer Documents will not, at the respective times the Offer Documents are filed with the SEC or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, UMI and MergerSub do not make any representation or warranty with respect to statements made or incorporated by reference in any of the foregoing documents based upon information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of the foregoing documents. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Offer Documents; Proxy Statement. None of the information supplied in writing by or on behalf of UMI or MergerSub Newco specifically for inclusion in (i) the Schedule TO, the Schedule 14D-9 or the Proxy Statement (the "UMI INFORMATION"), willOffer Documents shall, at the time the Schedule TOOffer Documents or any amendments or supplements thereto are first published, the Schedule 14D-9 sent or the Proxy Statementgiven to noteholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or sent supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to shareholdersstate any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Stockholders' Meeting or at the Effective TimeStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Offer Documents will not, at the respective times the Offer Documents are filed with the SEC or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, UMI and MergerSub do not make any Newco makes no representation or warranty with respect to statements made any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents based upon information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of the foregoing documents. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Offer Documents; Proxy Statement. None of Schedule 14D-9. Neither the Offer Documents nor any information supplied by Parent or on behalf of UMI or MergerSub the Purchaser for inclusion in the Schedule TO, the Schedule 14D-9 or the Proxy Statement (the "UMI INFORMATION"), will, at the time the Schedule TOOffer Documents, the Schedule 14D-9 14D-9, or any amendments or supplements thereto, are filed with the Proxy StatementSEC or are first published, sent or given to stockholders of the Company, as the case may be, is filed with contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the SEC or sent to shareholdersstatements made therein, at in the time light of the Stockholders' Meeting circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement, if any, will not, on the date the Proxy Statement (or at any amendment or supplement thereto) is first mailed to stockholders of the Effective TimeCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The Offer Documents will not, or shall, at the respective times time of the Offer Documents are filed with the SEC or first publishedSpecial Meeting, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Meeting which shall have become false or necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, UMI Parent and MergerSub do not the Purchaser make any no representation or warranty with respect to statements made any information supplied by or incorporated by reference on behalf of the Company which is contained in any of the foregoing documents based upon information that has been supplied by Offer Documents, the Company Proxy Statement or its accountants, counsel any amendment or other authorized representatives for use in any of the foregoing documentssupplement thereto. The Offer Documents will shall comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents; Proxy Statement. None The proxy statement to be sent to the Shareholders in connection with a meeting of the information supplied by or on behalf of UMI or MergerSub for inclusion in Shareholders to consider the Schedule TO, Merger (the Schedule 14D-9 “Company Shareholders Meeting”) or the information statement to be sent to the Shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the “Proxy Statement (the "UMI INFORMATION"Statement”), will, at on the time date mailed to the Schedule TO, the Schedule 14D-9 or the Proxy Statement, as the case may be, is filed with the SEC or sent to shareholders, Shareholders and at the time of the Stockholders' Company Shareholders Meeting or at (a) will comply in all material respects with the Effective Time, applicable requirements of the Exchange Act and the rules and regulations thereunder and (b) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Offer Documents will not, at Neither Schedule 14D-9 nor any of the respective times information relating to the Company or its Affiliates provided by or on behalf of the Company specifically for inclusion in Schedule TO or the Offer Documents or any amendments or supplements thereto that are filed with the SEC or and are first published, sent or given to Shareholders will, at the Company's stockholdersrespective times, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, UMI and MergerSub do not make any No representation or warranty is made by the Company with respect to statements made or incorporated by reference in any of the foregoing documents based upon information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of the foregoing documentsPurchaser SEC Information. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.369958_13

Offer Documents; Proxy Statement. None of Neither ------------------------------------------------ the Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Transactions, nor any information supplied by or on behalf of UMI or MergerSub the Company for inclusion in the Schedule TO, the Schedule 14D-9 or the Proxy Statement (the "UMI INFORMATION"), Offer Documents will, at the time respective times the Schedule TO14D-9, any such other filings by the Company, the Schedule 14D-9 Offer Documents or any amendments or supplements thereto are filed with the Proxy StatementSEC or are first mailed to Company stockholders, as the case may be, is filed with the SEC or sent to shareholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Offer Documents Proxy Statement (or any amendment thereof or supplement thereto), if any, will not, at the respective times date mailed to Company stockholders and at the Offer Documents are filed with time of the SEC or first published, sent or given to the Company's stockholdersSpecial Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, UMI and MergerSub do not make any the Company makes no representation or warranty with respect to statements made or incorporated by reference in any of the foregoing documents based upon on information that has been supplied by Parent or the Purchaser for inclusion therein. The Schedule 14D-9, any such other filings by the Company or its accountantsand the Proxy Statement, counsel or other authorized representatives for use in any of the foregoing documents. The Offer Documents if any, will comply as to form in all material respects with the provisions of the Exchange Act applicable federal securities laws and the rules and regulations thereunder.