Common use of Availability of Rule 144 Clause in Contracts

Availability of Rule 144. Each of the parties acknowledge that the stock of UM to be issued pursuant to this Agreement will be "restricted securities," as that term is defined in Rule 144 and/or Regulation S as promulgated pursuant to the Securities Act. UM is under no obligation to register such shares under the Securities Act, or otherwise. Notwithstanding the foregoing, however, following the Closing Date, UM will use its best efforts to: (a) make publicly available on a regular basis not less than semi-annually, business and financial information regarding UM so as to make available to the shareholders of UM the provisions of Rule 144 pursuant to subparagraph (c)(2) thereof; and (b) within ten (10) days of any written request of any stockholder of UM, UM will provide to such stockholder written confirmation of compliance with such of the foregoing subparagraph as may then be applicable. The stockholders of UM holding restricted securities of UM as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplated.

Availability of Rule 144. Each of the parties acknowledge that the stock of UM USG to be issued pursuant to this Agreement will be "“restricted securities," ” as that term is defined in Rule 144 and/or Regulation S as promulgated pursuant to the Securities Act. UM USG is under no obligation to register such shares under the Securities Act, or otherwise. Notwithstanding the foregoing, however, following the Closing Date, UM USG will use its best efforts to: (a) make publicly available on a regular basis not less than semi-annually, business and financial information regarding UM USG so as to make available to the shareholders of UM USG the provisions of Rule 144 pursuant to subparagraph (c)(2) thereof; and (b) within ten (10) days of any written request of any stockholder of UMUSG, UM USG will provide to such stockholder written confirmation of compliance with such of the foregoing subparagraph as may then be applicable. The stockholders of UM USG holding restricted securities of UM USG as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplated.

Availability of Rule 144. Each of the parties acknowledge that the stock of UM Mully to be issued pursuant to this Agreement will be "restricted securities," as that term is defined in Rule 144 and/or Regulation S as promulgated pursuant to the Securities Act. UM Mully is under no obligation to register such shares under the Securities Act, or otherwise. Notwithstanding the foregoing, however, following the Closing Date, UM Mully will use its best efforts to: (a) make publicly available on a regular basis not less than semi-annually, business and financial information regarding UM Mully so as to make available to the shareholders of UM Mully the provisions of Rule 144 pursuant to subparagraph (c)(2) thereof; and (b) within ten (10) days of any written request of any stockholder of UMMully, UM Mully will provide to such stockholder written confirmation of compliance with such of the foregoing subparagraph as may then be applicable. The stockholders of UM Mully holding restricted securities of UM Mully as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplated.

Availability of Rule 144. Each of the parties acknowledge that the stock of UM AAI to be issued pursuant to this Agreement will be "restricted securities," as that term is defined in Rule 144 and/or Regulation S as promulgated pursuant to the Securities Act. UM AAI is under no obligation to register such shares under the Securities Act, or otherwise. Notwithstanding the foregoing, however, following the Closing Date, UM AAI will use its best efforts to: (a) make publicly available on a regular basis not less than semi-annually, business and financial information regarding UM AAI so as to make available to the shareholders of UM AAI the provisions of Rule 144 pursuant to subparagraph (c)(2) thereof; and (b) within ten (10) days of any written request of any stockholder of UMAAI, UM AAI will provide to such stockholder written confirmation of compliance with such of the foregoing subparagraph as may then be applicable. The stockholders of UM AAI holding restricted securities of UM AAI as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplated.

Availability of Rule 144. Each of the parties acknowledge that the stock of UM ALPHA to be issued pursuant to this Agreement will be "restricted securities," as that term is defined in Rule 144 and/or Regulation S as promulgated pursuant to the Securities Act. UM ALPHA is under no obligation obligation, except as set forth herein, to register such shares under the Securities Act, or otherwise. Notwithstanding the foregoing, however, following the Closing Date, UM ALPHA will use its best efforts to: (a) make publicly available on a regular basis not less than semi-annually, business and financial information regarding UM ALPHA so as to make available to the shareholders of UM ALPHA the provisions of Rule 144 pursuant to subparagraph (c)(2) thereof; and (b) within ten (10) days of any written request of any stockholder of UMALPHA, UM ALPHA will provide to such stockholder written confirmation of compliance with such of the foregoing subparagraph as may then be applicable. The stockholders of UM ALPHA holding restricted securities of UM ALPHA as of the date of this Agreement Agreement, and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 4.2 4.4 shall survive the Closing and the consummation of the transactions herein contemplated.

Availability of Rule 144. Each of the parties acknowledge that the stock of UM Retail to be issued pursuant to this Agreement will be "restricted securities," as that term is defined in Rule 144 and/or Regulation S as promulgated pursuant to the Securities Act. UM Retail is under no obligation to register such shares under the Securities Act, or otherwise. Notwithstanding the foregoing, however, following the Closing Date, UM Retail will use its best efforts to: (a) make publicly available on a regular basis not less than semi-annually, business and financial information regarding UM Retail so as to make available to the shareholders of UM Retail the provisions of Rule 144 pursuant to subparagraph (c)(2) thereof; and (b) within ten (10) days of any written request of any stockholder of UMRetail, UM Retail will provide to such stockholder written confirmation of compliance with such of the foregoing subparagraph as may then be applicable. The stockholders of UM Retail holding restricted securities of UM Retail as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplated.

Availability of Rule 144. Each of the parties acknowledge that the stock of UM ETI Common Shares to be issued pursuant to this Agreement will be "restricted securities," as that term is defined in Rule 144 and/or Regulation S as promulgated pursuant to the Securities Act. UM ETI is under no obligation to register such shares under the Securities Act, or otherwise. Notwithstanding the foregoing, however, following the Closing Date, UM ETI will use its best reasonable efforts to: (a) make publicly available on a regular basis not less than semi-annuallyquarterly, business and financial information regarding UM ETI so as to make available to the shareholders of UM ETI the provisions of Rule 144 pursuant to subparagraph (c)(2) thereof; and (b) within ten (10) days of any written request of any stockholder shareholder of UMETI, UM ETI will provide to such stockholder shareholder written confirmation of compliance whether it has been able to comply with such of the foregoing subparagraph as may then be applicable. The stockholders shareholders of UM ETI holding restricted securities of UM ETI as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplatedcontemplated and shall be the responsibility of those individuals assuming offices with ETI, including those persons listed in Sections 3.6 and 3.7, hereinabove.

Availability of Rule 144. Each of the parties acknowledge that the stock of UM ESTREAM to be issued pursuant to this Agreement will be "“restricted securities," ” as that term is defined in Rule 144 and/or Regulation S as promulgated pursuant to the Securities Act. UM ESTREAM is under no obligation to register such shares under the Securities Act, or otherwise. Notwithstanding the foregoing, however, following the Closing Date, UM ESTREAM will use its best efforts to: (a) make publicly available on a regular basis not less than semi-annually, business and financial information regarding UM ESTREAM so as to make available to the shareholders of UM ESTREAM the provisions of Rule 144 pursuant to subparagraph (c)(2) thereof; and (b) within ten (10) days of any written request of any stockholder of UMESTREAM, UM ESTREAM will provide to such stockholder written confirmation of compliance with such of the foregoing subparagraph as may then be applicable. The stockholders of UM ESTREAM holding restricted securities of UM ESTREAM as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplated.