Common use of S-4 Registration Statement and Joint Proxy Statement Clause in Contracts

S-4 Registration Statement and Joint Proxy Statement. None of the information to be supplied by PEC for inclusion or incorporation by reference in the S-4 Registration Statement or the joint proxy statement (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the S-4 Registration Statement, at the time it becomes effective and 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 not misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at the time of the Stockholder Meetings, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to PEC, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the S-4 Registration Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of UTI and PEC. The S-4 Registration Statement will comply (with respect to PEC and its Subsidiaries) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to PEC and its Subsidiaries) as to form in all material respects with the provisions of the Exchange Act. No representation or warranty is made by PEC in this Section 2.6 with respect to statements made or incorporated by reference therein based on information supplied by UTI for inclusion or incorporation by reference in the Joint Proxy Statement or S-4 Registration Statement.

S-4 Registration Statement and Joint Proxy Statement. None of the information supplied or to be supplied by PEC UTI for inclusion or incorporation by reference in the S-4 Registration Statement or the joint proxy statement (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Meetings (as defined in Section 5.1) Statement will (i) in the case of the S-4 Registration Statement, at the time it becomes effective and 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 not misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at the time of the Stockholder Meetings, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to PECUTI, its officers and directors or any of its Subsidiaries shall should occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4 Registration Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of UTI and PEC. The S-4 Registration Statement will comply (with respect to PEC and UTI or its Subsidiaries) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to PEC and its SubsidiariesUTI) as to form in all material respects with the provisions of the Exchange Act. No representation or warranty is made by PEC UTI in this Section 2.6 3.6 with respect to statements made or incorporated therein by reference therein based on information supplied by UTI for inclusion or incorporation by reference in the Joint Proxy Statement or S-4 Registration Statement.