Common use of Preparation of Proxy Statement; Stockholders Meeting Clause in Contracts

Preparation of Proxy Statement; Stockholders Meeting. (a) As soon as practicable after execution of this Agreement, USAi shall prepare and file with the SEC a preliminary Proxy Statement, in form and substance reasonably satisfactory to Universal, and shall use its reasonable best efforts to respond, after consultation with Universal, as promptly as practicable to any comments of the SEC with respect thereto. USAi shall notify Universal promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi shall supply Universal with copies of all correspondence between it or its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Stockholder Approvals there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Stockholders Meeting") for the purpose of seeking the USAi Stockholder Approvals as soon as practicable after the filing of the definitive Proxy Statement. USAi shall, through the USAi Board, recommend to its stockholders that they give the USAi Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the Transactions. (c) Subject to clause (b) of this Section 4.10, each Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvals.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, at Parent’s and U.S. Parent’s request, as soon as practicable after execution following the expiration of this Agreementthe Offer, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company, Parent and U.S. Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall notify Universal Parent and U.S. Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent and U.S. Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi The Company shall provide Parent and U.S. Parent and their counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall provide Parent and U.S. Parent and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent, U.S. Parent or their counsel, recognizing that the ultimate form and content of the Proxy Statement, any amendments and supplements thereto, and any response to requests for additional information will be the responsibility of the Company. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, at Parent’s and U.S. Parent’s request, as soon as practicable following the expiration of the Offer, duly call, establish a record date for, give notice of, convene and hold a meeting of its stockholders (the "USAi “Company Stockholders Meeting"”) for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after the filing of the definitive Proxy StatementApproval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder ApprovalsApproval, except to the extent that the USAi Company Board shall have withdrawn or modified its approval or recommendation to USAi's stockholders of this Agreement and Agreement, the Transactions Offer or the Merger as permitted by Section 4.095.03(b). USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by Notwithstanding the withdrawal or modification by the USAi Board foregoing, if Merger Sub or any committee thereof other subsidiary of such Board's or such committee's recommendation Parent acquires at least 90% of the outstanding shares of the Company Common Stock, the parties shall, at the request of Parent and U.S. Parent, take all necessary and appropriate action to USAi's cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of this Agreement or the TransactionsDGCL. (c) Subject Parent and U.S. Parent shall cause all shares of Company Common Stock purchased pursuant to clause (b) the Offer and all other shares of this Section 4.10Company Common Stock owned by Parent, each U.S. Parent, Merger Sub or any other subsidiary of Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote voted in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe adoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As soon as practicable after execution of this Agreement, USAi shall prepare and file with the SEC a preliminary Proxy Statement, in form and substance reasonably satisfactory to Universal, and shall use its reasonable best efforts to respond, after consultation with Universal, as promptly as practicable to any comments of the SEC with respect thereto. USAi shall notify Universal promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi shall supply Universal with copies of all correspondence between it or its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Stockholder Approvals there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Stockholders Meeting") for the purpose of seeking the USAi Stockholder Approvals as soon as practicable after the filing of the definitive Proxy Statement. USAi shall, through the USAi Board, recommend to its stockholders that they give the USAi Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the Transactions. (c) Subject to clause (b) of this Section 4.10, each Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇Com▇▇▇ Stock ▇▇ock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting the ▇▇▇▇ ▇▇Ai Stockholder Approvals.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the approval of this Agreement by the Company’s stockholders is required by Applicable Law, the Company shall, as soon as practicable after execution following the expiration of this Agreementthe Offer, USAi shall prepare in accordance with the rules and regulations of the SEC and file with the SEC a the Proxy Statement in preliminary form. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, in form . Each of the Company and substance reasonably satisfactory to Universal, and Parent shall use its commercially reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall notify Universal Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing Prior to filing or mailing any information or responses to commentsProxy Statement, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Stockholder Approvals there shall occur any event that should be set forth in an amendment or supplement thereto, or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Parent an opportunity to review and comment thereon, (ii) include in such document or response all comments reasonably proposed by Parent and (iii) not file or mail such document or response to the Proxy StatementSEC prior to receiving the consent of Parent, USAi which shall promptly prepare and mail to its stockholders such an amendment or supplementnot be unreasonably withheld. USAi The Company shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the approval of this Agreement by the Company’s stockholders is required by Applicable Law, the Company shall, as soon as practicable following the expiration of the Offer and acceptance for payment of the Shares by Sub, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Company Stockholders Meeting") Meeting for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after the filing of the definitive Proxy StatementApproval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give approve this Agreement and the USAi Stockholder ApprovalsMerger, except to the extent that the USAi Company Board shall have withdrawn or modified its approval or recommendation to USAi's stockholders of this Agreement and Agreement, the Transactions Offer or the Merger as permitted by Section 4.096.02(b). USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by Notwithstanding the withdrawal or modification by the USAi Board foregoing, if Sub or any committee thereof other Subsidiary of such Board's or such committee's recommendation Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to USAi's stockholders cause the Merger to become effective as soon as practicable after the expiration of this Agreement or the TransactionsOffer without a stockholders’ meeting in accordance with Section 253 of the DGCL. (c) Subject to clause (b) If the approval of this Section 4.10Agreement by the Company’s stockholders is required by Applicable Law, each of Parent Party shall use its reasonable best efforts to takeand Sub agrees that it will vote, or cause to be takenvoted, all actions, Shares purchased pursuant to the Offer and to do, all other Shares owned by it or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote its Subsidiaries in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe approval of Merger and the adoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As soon promptly as practicable after execution following the date of this Agreement, USAi the Company shall prepare and file with the SEC the Proxy Statement in preliminary form. The Company will provide Parent and its counsel with a preliminary reasonable opportunity to review and comment on the Proxy Statement, in form Statement prior to its filing and substance reasonably satisfactory to Universal, will incorporate reasonable comments of Parent and its counsel. The Company shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect theretothereto and to have the Proxy Statement cleared by the SEC as promptly as practicable, and promptly thereafter shall mail the definitive Proxy Statement and form of proxy to the Company’s stockholders. USAi The Company shall notify Universal Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall use its reasonable best efforts to promptly prepare prepare, file with the SEC and mail to its stockholders such an amendment or supplement. USAi The Company shall use its reasonable best efforts not mail any Proxy Statement, or any amendment or supplement thereto, to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingwhich Parent reasonably objects. (b) USAi shall The Company shall, as promptly as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi “Stockholders Meeting"”) for the purpose of seeking the USAi Stockholder Approvals Approval and, subject to Section 5.2(b) of this Agreement, use reasonable best efforts to solicit proxies from its stockholders in favor of adoption of this Agreement and use commercially reasonable efforts to take such other action as soon as practicable after may be necessary to obtain the filing of the definitive Proxy StatementStockholder Approval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Stockholder ApprovalsApproval and shall include such recommendation in the Proxy Statement, except to the extent that the USAi Company Board shall have withdrawn or modified its approval or recommendation to USAi's stockholders of this Agreement and or the Transactions Merger as permitted by Section 4.095.2(b). USAi Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 4.10 6.1(b) shall not be affected by the withdrawal commencement, public proposal, public disclosure or modification by communication to the USAi Board or Company of any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the TransactionsTakeover Proposal. (c) Subject to clause (b) of this Section 4.10The Company shall file all documents required, each Parent Party shall use as determined by the Company in consultation with its reasonable best efforts to takelegal counsel, or cause to be takenfiled by the Company with the SEC after the date hereof and prior to the Effective Time, including the Proxy Statement and the Other Filings (the “Subsequent SEC Reports”). The Subsequent SEC Reports shall comply in all actionsmaterial respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes Oxley Act, as the case may be, and the applicable rules and regulations promulgated thereunder. The Company shall make available to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, copies of all things necessary, proper or advisable to obtain the USAi Stockholder ApprovalsSubsequent SEC Reports. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvals.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable after execution following the acceptance of this Agreementshares of Company Common Stock pursuant to the Offer, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall notify Universal Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company's stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the acceptance of shares of Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Company Stockholders Meeting") for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after the filing of the definitive Proxy StatementApproval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the TransactionsApproval. (c) Subject If the Company Stockholders Meeting is held, Parent shall cause all shares of Company Common Stock purchased pursuant to clause (b) the Offer and all other shares of Company Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted at the Company Stockholders Meeting in favor of the adoption of this Section 4.10Agreement and shall, each Parent Party shall after acceptance of shares of Company Common Stock pursuant to the Offer, otherwise use its reasonable best efforts to take, or cause the Merger to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvalscompleted as soon as practicable. (d) At Notwithstanding the foregoing clauses (a), (b) and (c), if Sub or any meeting other subsidiary of Parent shall acquire at least 90% of the stockholders outstanding shares of USAi called to seek Company Common Stock, the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Dillerparties shall, as applicablesoon as possible following the acceptance of shares of Company Common Stock pursuant to the Offer, shall vote (or take all necessary and appropriate action to cause the Merger to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, become effective as applicable, has soon as practicable after the power to vote expiration of the Offer without a stockholders meeting in favor accordance with RCW 23B.11.040 of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe Washington Law.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable after execution following the expiration of this Agreementthe Offer, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall promptly notify Universal promptly Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi The Company shall provide Parent and its counsel an opportunity to review and to propose comments to the Proxy Statement prior to its being filed with the SEC and shall provide Parent and its counsel an opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, at Parent’s request, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi “Company Stockholders Meeting"”) for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after the filing of the definitive Proxy StatementApproval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder ApprovalsApproval, except to the extent that the USAi Company Board shall have withdrawn or modified its approval or recommendation to USAi's stockholders of this Agreement and Agreement, the Transactions Offer or the Merger as permitted by Section 4.095.04(b). USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by Notwithstanding the withdrawal or modification by the USAi Board foregoing, if Parent, Holdings, Merger Sub or any committee thereof other subsidiary of such Board's or such committee's recommendation Parent acquires at least 90.0% of the outstanding shares of the Company Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to USAi's cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of this Agreement or the TransactionsDGCL. (c) Subject Parent shall cause all shares of Company Common Stock purchased pursuant to clause (b) the Offer and all other shares of this Section 4.10Company Common Stock owned by Parent, each Holdings, Merger Sub or any other subsidiary of Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote voted in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe adoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable after execution following the expiration of this Agreementthe Offer (provided that the Minimum Tender Condition has been satisfied), USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall notify Universal Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi No filing of, or amendment to, the Proxy Statement or any response to comments of the SEC shall be made by the Company without first providing Parent a reasonable opportunity to review and comment thereon. The Company shall include in such document or response all comments reasonably proposed by Parent and shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable following the expiration of the Offer (provided that the Minimum Tender Condition has been satisfied), duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi “Company Stockholders Meeting"”) for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after Approval regardless of whether the filing Company Board determines at any time that this Agreement or the Merger are no longer advisable or recommends that the stockholders of the definitive Proxy StatementCompany reject this Agreement or the Merger. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder ApprovalsApproval (subject to Section 6.02(b)) . Without limiting the generality of the foregoing, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi Company agrees that its obligations pursuant to the first sentence of this Section 4.10 7.01(b) shall not be affected by the withdrawal commencement, public proposal, public disclosure or modification by communication to the USAi Board Company of any Company Takeover Proposal or the occurrence of any Adverse Change in Recommendation. Notwithstanding the foregoing, if Sub or any committee thereof other subsidiary of such Board's Parent shall acquire at least 90% of the outstanding shares of Company Common Stock with or such committee's recommendation without exercising its rights under the Top-Up Option, the parties shall take all necessary and appropriate action to USAi's cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of this Agreement or the TransactionsDGCL. (c) Subject Parent shall cause all shares of Common Stock purchased pursuant to clause (b) the Offer and all other shares of this Section 4.10, each Company Common Stock owned by Sub or any other subsidiary of Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote voted in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe approval and adoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As The Company shall, as soon as practicable after execution of this Agreementthe date hereof but in no event later than ten (10) business days after the date hereof, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and the Company shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any oral or written comments of the SEC with respect thereto. USAi The Company shall as promptly as practical notify Universal promptly Parent of the receipt of any oral or written comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal The Company shall cooperate with USAi in providing any information or responses use its reasonable best efforts to comments, or other assistance, reasonably requested in connection prepare and file as promptly as practical with the foregoingSEC the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company's stockholders, in each case as promptly as practicable following the filing of the preliminary Proxy Statement with the SEC. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi shall use its reasonable best efforts Notwithstanding the foregoing, prior to cause filing or mailing the preliminary or definitive Proxy Statement (or any amendment or supplement thereto) or responding to the comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all reasonable comments proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be mailed to its stockholders unreasonably withheld. (b) The Company shall, as soon as practicable after the date hereof, establish a record date (which will be as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendidate hereof) for, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Company Stockholders Meeting") for the purpose of seeking the USAi Company Stockholder Approvals Approval provided that the Company Board shall not have withdrawn or modified its approval or recommendation of this Agreement, or the Merger as soon as practicable after the filing of the definitive Proxy Statementpermitted by Section 5.02(b). USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder ApprovalsApproval, except to the extent that the USAi Company Board shall have withdrawn or modified its approval or recommendation to USAi's stockholders of this Agreement and Agreement, or the Transactions Merger as permitted by Section 4.095.02(b). USAi Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 4.10 6.01(b) shall not be affected by the withdrawal commencement, public proposal, public disclosure or modification by communication to the USAi Board or Company of any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the TransactionsCompany Takeover Proposal. (c) Subject to clause (b) of this Section 4.10, each Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvals.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable after execution following the acceptance for payment by Merger Sub of this Agreementany shares of the Company Common Stock pursuant to the Offer (the “Acceptance Time”), USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required to be set forth in the Proxy Statement or reasonably requested by the Company for inclusion therein. Each of Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. The Company shall notify Universal Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal with make available to Parent copies of all correspondence between it or its representatives, on the one hand, Company and the SEC or its staff, on the other hand, staff with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi shall use its reasonable best efforts to cause Statement so that the Proxy Statement to be mailed to its stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will does 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 therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and shall provide Parent and their counsel a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent or its counsel. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the SEC. (b) USAi shall If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable following the Acceptance Time, (i) duly call, establish a record date for, give notice of, convene and hold a meeting of its stockholders (the "USAi “Company Stockholders Meeting"”) for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after Approval (the filing of record date for which shall not be prior to the definitive Proxy Statement. USAi shallAcceptance Time, and once the Company has established the record date the Company shall consult with Parent prior to changing the record date or establishing a different record date for the Company Stockholders Meeting), and, (ii) through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder Approvals, Approval and it shall include such recommendation in the Proxy Statement (except to the extent that the USAi Company Board shall have withdrawn or modified its approval or recommendation to USAi's stockholders of this Agreement and Agreement, the Transactions Offer or the Merger as permitted by Section 4.09. USAi agrees 5.03(c)); provided, however, that, to the extent that, following the Acceptance Time, Parent, Merger Sub and their affiliates collectively own at least a majority of the outstanding shares of the Company Common Stock, at the Company’s election, in lieu of the Company Stockholders Meeting, Parent, Merger Sub and such affiliates shall adopt this Agreement by executing an action by written consent, signed by Parent, Merger Sub and any of their respective affiliates that its obligations own shares of the Company Common Stock, as the holders of a majority of the outstanding shares of the Company Common Stock, pursuant to Section 228 of the DGCL (the “Stockholder Consent”), in which case the Company shall, in accordance with and subject to the requirements of applicable Law, (x) as promptly as practicable thereafter, in consultation with Parent, duly set a record date for an action by written consent of the stockholders of the Company for the purpose of adopting this Section 4.10 Agreement (which record date shall not be affected by prior to the withdrawal Acceptance Time) and (y) as promptly as practicable after the Company is legally permitted to do so under applicable Law, consummate the actions approved in the Stockholder Consent. For the avoidance of doubt, the provisions of Section 6.01(a) shall apply to any Proxy Statement to be prepared in connection with a Stockholder Consent. Notwithstanding the foregoing, if Parent, Merger Sub and any other affiliate of Parent collectively acquire at least 90% of the outstanding shares of the Company Common Stock, Parent promptly shall, and shall cause Merger Sub to, cause the Merger to become effective as soon as practicable after the Acceptance Time without a stockholders meeting or modification by a written consent in accordance with Section 253 of the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the TransactionsDGCL. (c) Subject Parent and Merger Sub shall (i) in the case of a Stockholders Meeting, cause all shares of the Company Common Stock purchased pursuant to clause (b) the Offer and all other shares of the Company Common Stock owned by Parent, Merger Sub or any of their affiliates to be voted in favor of the adoption of this Section 4.10Agreement and (ii) in the case of an action by written consent, each Parent Party shall use its reasonable best efforts to takeexecute, or cause to be takenexecuted, the Stockholder Consent with respect to all actionsof the shares of the Company Common Stock purchased pursuant to the Offer and all other shares of the Company Common Stock owned by Parent, and to do, Merger Sub or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvalsany of their affiliates. (d) At any meeting Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with Section 228 of the stockholders DGCL and in its capacity as the sole stockholder of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which Merger Sub, a vote, written consent or other approval (including by written consent) with respect to adopting this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting ▇▇▇ ▇▇Ai Stockholder ApprovalsAgreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As soon as practicable after execution of this Agreement, USAi Seller shall prepare and file the preliminary form of the Proxy Statement with the SEC a preliminary as soon as reasonably practicable after the date hereof, but in any event within forty-five (45) days of the date hereof. All documents required to be filed with the SEC by Seller in connection with the Contemplated Transactions will comply as to form and substance with the applicable requirements of the Exchange Act. Subject to Applicable Laws, to the extent required to complete the Proxy Statement, Buyer shall, upon request by Seller, furnish Seller with information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in form connection with the Proxy Statement. Seller and substance reasonably satisfactory Buyer each agrees to Universal, and promptly correct any information provided by it for use in the Proxy Statement which shall use its reasonable best efforts to respond, after consultation with Universal, as have become false or misleading in any material respect. Seller shall promptly as practicable to any comments of the SEC with respect thereto. USAi shall notify Universal promptly Buyer of the receipt of any comments from (written or oral) of the SEC or its staff and of any request by the SEC or its staff for amendments or supplements with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information. USAi shall supply Universal with copies of all correspondence between it information that may be received by Seller or its representatives, on the one hand, and counsel from the SEC or its staff, on and shall provide to Buyer promptly copies of all correspondence between Seller or its counsel and the other hand, SEC with respect to the Proxy Statement. Universal Seller shall cooperate with USAi in providing any information or give Buyer and its counsel a reasonable opportunity to review, and comment on, the Proxy Statement and all responses to commentsrequests for additional information by and replies to comments (written or oral) of the SEC before their being filed with, or other assistancesent to, reasonably requested in connection the SEC. Seller shall give reasonable and good faith consideration to any comments made by Buyer and its counsel. Seller agrees to use its Best Efforts, after consultation with the foregoing. If at any time prior Buyer, to receipt respond promptly to all such comments of and requests by the USAi Stockholder Approvals there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi shall promptly prepare SEC and mail to its stockholders such an amendment or supplement. USAi shall use its reasonable best efforts Seller agrees to cause the Proxy Statement to be mailed to its stockholders as promptly as the holders of Seller Common Stock entitled to vote at the Seller Stockholder Meeting at the earliest practicable after filing with time. Subject to Section 7.11(d): (i) the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None include a statement to the effect that the Seller Board unanimously recommends that Seller’s stockholders vote to approve and adopt this Agreement and the Contemplated Transactions at the Seller Stockholder Meeting (the unanimous recommendation of the information supplied Seller Board that Seller’s stockholders vote to approve and adopt this Agreement and the Contemplated Transactions shall be referred to in this Agreement as the “Seller Board Recommendation”), and (ii) the Seller Board Recommendation shall not be withdrawn or modified in a manner adverse to Buyer, and no resolution by the Seller Board or any committee thereof to withdraw or modify the Seller Board Recommendation in a manner adverse to Buyer shall be supplied by Vivendi, USAi adopted or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingproposed. (b) USAi Seller shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and under all Applicable Laws to duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Stockholders Meeting") for the purpose of seeking the USAi Stockholder Approvals as soon as practicable after the filing of the definitive Proxy Statement. USAi shall, through the USAi Board, recommend to its stockholders that they give the USAi Stockholder Approvals, except vote on a proposal to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of approve and adopt this Agreement and the Contemplated Transactions (such meeting or any adjournment or postponement thereof, the “Seller Stockholder Meeting”), and shall submit such proposal to Seller’s stockholders at the Seller Stockholder Meeting. Seller shall ensure that all proxies solicited in connection with the Seller Stockholder Meeting are solicited in compliance with all Applicable Laws. The Seller Stockholder Meeting shall be held (on a date selected by Seller in consultation with Buyer) as permitted by Section 4.09promptly as practicable subject to Applicable Law after the date on which the Proxy Statement is first mailed to the holders of Seller Common Stock entitled to vote at the Seller Stockholder Meeting, but not later than forty-five (45) days after the later of (i) if comments are received from the SEC pertaining to the Proxy Statement, the date Seller shall have cleared all such comments, or (ii) the tenth (10th) day after the date the preliminary proxy statement was first filed with the SEC if no SEC comments are received (and the SEC does not otherwise notify Seller (whether orally or in writing) that SEC comments are forthcoming) within such ten (10) days. USAi agrees that its obligations Without limiting the generality of the foregoing, expect as otherwise provided in this Agreement, Seller’s obligation pursuant to this Section 4.10 7.11(b) shall not be affected by by: (i) the commencement, public proposal, public disclosure or communication to Seller of any Competing Transaction Proposal, or (ii) any withdrawal or modification by of the USAi Seller Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the TransactionsRecommendation in accordance with Section 7.11(d). (c) Subject Notwithstanding anything to clause (b) of the contrary contained in this Agreement, Seller shall not be required to hold the Seller Stockholder Meeting if this Agreement is terminated prior to such meeting pursuant to Section 4.10, each Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals10.01. (d) At Notwithstanding anything in this Agreement to the contrary, at any time prior to the Seller Stockholder Approval, the Seller Board Recommendation may be withdrawn or modified in a manner adverse to Buyer if: (i) a Competing Acquisition Proposal is made to Seller and is not withdrawn, (ii) Seller provides Buyer with at least five (5) Business Days prior written notice of any meeting of the Seller Board at which the Seller Board will consider and determine whether such Competing Acquisition Proposal is a Superior Proposal, (iii) the Seller Board determines in good faith (after consultation with the Seller Financial Advisor and Seller’s Outside Legal Counsel of National Repute) that such Competing Transaction Proposal constitutes or is reasonably likely to constitute a Superior Proposal, (iv) the Seller Board determines in good faith, after having consulted with Seller’s Outside Legal Counsel of National Repute, that, in light of such Competing Acquisition Proposal, the withdrawal or modification of the Seller Board Recommendation is required in order for the Seller Board to comply with its fiduciary obligations to Seller’s stockholders under Applicable Law, and (v) none of USAi called to seek Seller, the USAi Stockholder Approvals Acquired Companies or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement Seller’s or the Transactions is sought, such Parent Party or Diller, as applicable, Acquired Companies respective Representatives shall vote (or cause to be voted) have violated any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has of the power to vote restrictions set forth in favor of granting ▇▇▇ ▇▇Ai Stockholder ApprovalsSection 5.07.

Preparation of Proxy Statement; Stockholders Meeting. (a) As The Company shall, as soon as practicable after execution of this Agreementpracticable, USAi shall prepare and file with the SEC a preliminary Proxy Statement, in form the proxy materials that shall constitute the proxy statement relating to the Merger and substance reasonably satisfactory the Transactions to Universalbe submitted to the Company's stockholders at the Company Stockholders Meeting to approve the Merger and the Transactions (such proxy materials, and any amendments or supplements, the "PROXY STATEMENT") in preliminary form, and the Company shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Parent shall notify Universal promptly of provide to the receipt of any comments from Company all information regarding the SEC or its staff and of any request by the SEC or its staff for amendments or supplements Parent required to be included in the Proxy Statement or for additional informationin accordance with the Exchange Act and the rules of the SEC thereunder. USAi Except as otherwise expressly permitted in accordance with Section 6.02(d), the Proxy Statement shall supply Universal with copies include the recommendation of all correspondence between it or the Company Board as provided in Section 4.04(b). Parent and its representatives, counsel shall be given a reasonable opportunity to review and comment on the one handProxy Statement and all related proxy materials prior to such documents being filed with the SEC. At the earliest practical date following clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to prepare and file with the SEC or its staff, on the other hand, with respect definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company's stockholders, in each case at the earliest practicable date following the filing of the preliminary Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection Statement with the foregoingSEC. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi The Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Stockholders MeetingCOMPANY STOCKHOLDERS MEETING") for the purpose of seeking the USAi Company Stockholder Approvals Approval. The record and meeting dates for the Company Stockholders Meeting shall be established so as soon as practicable after the filing to permit completion of the definitive Proxy Statement. USAi Merger and the other Transactions at the earliest practicable date and shall be reasonably acceptable to each of the Company and Parent. (c) The Company shall be required to comply with Section 7.01(b) notwithstanding any action taken by the Company Board pursuant to Section 6.02(d) to withdraw or modify its approval or recommendation of the Merger and this Agreement or to approve or recommend any Superior Company Proposal. (d) Parent shall, through the USAi Board, recommend : (i) cause Sub promptly to its stockholders that they give the USAi Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of submit this Agreement and the Transactions as permitted for approval and adoption by Section 4.09. USAi agrees that its obligations pursuant Parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders voted for adoption and approval of this Agreement or Agreement, the Merger and the other Transactions. ; and (ciii) Subject to clause (b) of this Section 4.10, each Parent Party shall use its reasonable best efforts to take, or cause to be taken, taken all actions, additional actions necessary for Sub to adopt and approve this Agreement and the Transactions and to do, or cause to be done, and to assist and cooperate with consummate the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder ApprovalsMerger. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvals.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable after execution following the acceptance of this Agreementshares of Company Common Stock pursuant to the Offer, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall notify Universal Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company's stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the acceptance of shares of Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Company Stockholders Meeting") for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after the filing of the definitive Proxy StatementApproval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the TransactionsApproval. (c) Subject If the Company Stockholders Meeting is held, Parent shall cause all shares of Company Common Stock purchased pursuant to clause (b) the Offer and all other shares of Company Common Stock owned by Sub or any other subsidiary of Parent to be voted at the Company Stockholders Meeting in favor of the adoption of this Section 4.10Agreement and shall, each Parent Party shall after acceptance of shares of Company Common Stock pursuant to the Offer, otherwise use its reasonable best efforts to take, or cause the Merger to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvalscompleted as soon as practicable. (d) At Notwithstanding the foregoing clauses (a), (b) and (c), if Sub or any meeting other subsidiary of Parent shall acquire at least 90% of the stockholders outstanding shares of USAi called to seek Company Common Stock, the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Dillerparties shall, as applicablesoon as possible following the acceptance of shares of Company Common Stock pursuant to the Offer, shall vote (or take all necessary and appropriate action to cause the Merger to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, become effective as applicable, has soon as practicable after the power to vote expiration of the Offer without a stockholders meeting in favor accordance with Section 253 of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe DGCL.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable after execution following the acceptance of this Agreementshares of Company Stock pursuant to the Offer, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall notify Universal Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company's stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the acceptance of shares of Company Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Company ------- Stockholders Meeting") for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after the filing of the definitive Proxy Statement-------------------- Approval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the TransactionsApproval. (c) Subject If the Company Stockholders Meeting is held, Parent shall cause all shares of Company Stock purchased pursuant to clause (b) the Offer and all other shares of Company Stock owned by Purchaser or any other subsidiary of Parent to be voted at the Company Stockholders Meeting in favor of the adoption of this Section 4.10Agreement and shall, each Parent Party shall after acceptance of shares of Company Stock pursuant to the Offer, otherwise use its reasonable best efforts to take, or cause the Merger to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvalscompleted as soon as practicable. (d) At Notwithstanding the foregoing clauses (a), (b) and (c), if Purchaser or any meeting other subsidiary of Parent shall acquire at least 90% of the stockholders outstanding shares of USAi called to seek each class of Company Stock, the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Dillerparties shall, as applicablesoon as possible following the acceptance of shares of Company Stock pursuant to the Offer, shall vote (or take all necessary and appropriate action to cause the Merger to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, become effective as applicable, has soon as practicable after the power to vote expiration of the Offer without a stockholders meeting in favor accordance with Section 253 of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe DGCL.

Preparation of Proxy Statement; Stockholders Meeting. (a) As The Company shall, as soon as practicable and in any event within twenty (20) Business Days after execution of this Agreementthe date hereof, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and the Buyer Parties shall use its respective reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Buyer Parties shall promptly furnish to the Company all information concerning the Buyer Parties required to be set forth in the Proxy Statement or reasonably requested by the Company for inclusion therein. Each of the Buyer Parties shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. The Company shall notify Universal the Buyer Parties promptly of the receipt of any comments or communications (whether written or oral) from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal with make available to the Buyer Parties copies of all correspondence between it or its representatives, on the one hand, Company and the SEC or its staff, on the other hand, staff with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi The Company shall provide the Buyer Parties and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall provide the Buyer Parties and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any comments made by the Buyer Parties or its counsel. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall The Company shall, as soon as practicable after the date hereof, duly call, establish a record date for, give notice of, convene and hold a meeting of its stockholders (the "USAi “Company Stockholders Meeting"”) for the purpose of seeking the USAi Company Stockholder Approvals Approval. The Company shall cause the Company Stockholder Meeting to be held (on a date selected by the Company in consultation with the Buyer Parties) as soon promptly as practicable after the filing mailing of the definitive Proxy Statement; provided, however, that such date is in accordance with all applicable Laws with respect to the Company Stockholder Meeting. USAi shallThe notice of such Company Stockholder Meeting shall state that a proposal to approve the Merger and the other Transactions, through a proposal to adjourn the USAi BoardCompany Stockholder Meeting if necessary or appropriate to solicit additional proxies in favor of the proposal to approve the Merger and the other Transactions, recommend and a non-binding advisory proposal to its stockholders that they give approve change-in-control payments to executives of the USAi Company will be considered and voted upon at the Company Stockholder ApprovalsMeeting and, except to the extent that required by Law, no other matters shall be considered or voted upon at the USAi Company Stockholder Meeting without Parent’s prior written consent. Subject to Section 5.03, the Company Board shall have withdrawn or modified its recommendation to USAi's stockholders (i) recommend approval of this Agreement the Merger and the other Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by Company’s stockholders and shall include the USAi Company Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or Recommendation in the Transactions. Proxy Statement, (cii) Subject to clause (b) of this Section 4.10, each Parent Party shall use its reasonable best efforts to takeobtain the Company Stockholder Approval, or cause (iii) otherwise comply in all material respects with all legal requirements applicable to be taken, all actionssuch meeting, and to do, or cause to be done, and to assist and cooperate with the (iv) take all other Parent Party in doing, all things necessary, proper action necessary or advisable to obtain secure the USAi Company Stockholder ApprovalsApproval. (c) The Buyer Parties shall cause all shares of the Company Common Stock owned by the Buyer Parties or any of their affiliates to be voted in favor of the approval of this Agreement, the Merger and the other Transactions. (d) At any meeting Immediately following the execution of this Agreement, Operating Partnership shall execute and deliver, in its capacity as the stockholders sole member of USAi called to seek Merger Sub, a written consent approving this Agreement, the USAi Stockholder Approvals or in any Merger and the other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting ▇▇▇ ▇▇Ai Stockholder ApprovalsTransactions.

Preparation of Proxy Statement; Stockholders Meeting. (a) As soon as practicable after execution of this Agreement, USAi shall prepare and file with the SEC a preliminary Proxy Statement, in form and substance reasonably satisfactory to Universal, and shall use its reasonable best efforts to respond, after consultation with Universal, as promptly as practicable to any comments of the SEC with respect thereto. USAi shall notify Universal promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi shall supply Universal with copies of all correspondence between it or its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Stockholder Approvals there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Stockholders Meeting") for the purpose of seeking the USAi Stockholder Approvals as soon as practicable after the filing of the definitive Proxy Statement. USAi shall, through the USAi Board, recommend to its stockholders that they give the USAi Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the Transactions. (c) Subject to clause (b) of this Section 4.10, each Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Common Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting the ▇▇▇▇ ▇▇Ai Stockholder tockholder Approvals.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable after execution following the acceptance of this Agreementshares of Company Common Stock pursuant to the Offer, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall notify Universal Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company's stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the Company Stockholder Approval is required by applicable Law, the Company shall, as soon as practicable following the acceptance of shares of Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Company Stockholders Meeting") for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after the filing of the definitive Proxy StatementApproval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the TransactionsApproval. (c) Subject If the Company Stockholders Meeting is held, Parent shall cause all shares of Company Common Stock purchased pursuant to clause (b) the Offer and all other shares of Company Common Stock owned by Sub or any other subsidiary of Parent to be voted at the Company Stockholders Meeting in favor of the adoption of this Section 4.10Agreement and shall, each Parent Party shall after acceptance of shares of Company Common Stock pursuant to the Offer, otherwise use its reasonable best efforts to take, or cause the Merger to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvalscompleted as soon as practicable. (d) At Notwithstanding the foregoing clauses (a), (b) and (c), if Sub or any meeting other subsidiary of Parent shall acquire at least 90% of the stockholders outstanding shares of USAi called to seek Company Common Stock, the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Dillerparties shall, as applicablesoon as possible following the acceptance of shares of Company Common Stock pursuant to the Offer, shall vote (or take all necessary and appropriate action to cause the Merger to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvals.become

Preparation of Proxy Statement; Stockholders Meeting. (a) As soon as practicable after execution of this Agreementthe date hereof, USAi Seller shall prepare and file with the SEC a preliminary Proxy Statement. Seller and Buyer shall cooperate with each other in the preparation of the Proxy Statement and without limiting the generality of the foregoing, Seller shall consult with Buyer prior to filing the Proxy Statement (or any amendment or supplement thereto) with the SEC and shall include in form the Proxy Statement any comments reasonably proposed by Buyer relating thereto. The Proxy Statement shall include the Recommendation of the Board of Directors of Seller that Seller’s stockholders authorize the Transactions contemplated by this Agreement and substance reasonably satisfactory to Universalthe Ancillary Agreements (including, and for the avoidance of doubt, the approval of the change of Seller’s corporate name as contemplated herein). The Proxy Statement shall additionally include a copy of the Fairness Opinion. (b) Seller shall use its commercially reasonable best efforts to respond, after consultation with Universal, as respond promptly as practicable to any comments of the SEC with respect thereto. USAi shall notify Universal promptly of the receipt of any comments from the SEC or its staff and of any request made by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi shall supply Universal with copies of all correspondence between it or its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Stockholder Approvals there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi Seller shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after following the filing thereof with the SEC and the resolution of any comments thereon by the SEC. Seller shall advise Buyer promptly after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and Seller shall consult with Buyer prior to responding to any of the foregoing and shall consider in good faith including any reasonable comments of Buyer relating to any such responses. The Proxy Statement shall and any amendments or supplements to the Proxy Statement will, when filed, comply as to form in all material respects with all the applicable requirements of lawthe Exchange Act. None of the The information supplied or to be supplied by Vivendi, USAi or their respective Affiliates Buyer for inclusion or incorporation by reference in the proxy statement Proxy Statement or any amendment or supplement to the Proxy Statement, will not, on the date it is first mailed to Seller’s stockholders, on the date Seller’s stockholders vote on this Agreement and at the Closing, contain any untrue statement misstatement 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 therein, in light of the circumstances under which they were made, not misleading, and will not at the time of the Seller Stockholders Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Seller Stockholders Meeting that shall have become false or misleading in any material respect. If at any time prior to the Closing Date any information relating to Seller or Buyer, or any of their respective Affiliates, officers or directors, is discovered by Seller or Buyer that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Seller. (bc) USAi shall Seller shall, as soon as practicable after the date hereof, and in accordance with Seller’s certificate of incorporation and bylaws and Law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, and give notice of, convene and hold a meeting of its stockholders (the "USAi “Seller Stockholders Meeting"”) for the purpose of seeking the USAi Stockholder Approvals as soon as practicable after the filing of the definitive Proxy Statement. USAi shall, through the USAi Board, recommend to its stockholders that they give the USAi Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of considering and taking action upon this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the Transactions. (cd) Subject As soon as practicable following the date on which the Proxy Statement is mailed to clause Seller’s stockholders, Seller shall convene and hold the Seller Stockholders Meeting. Once the Seller Stockholders Meeting has been called and noticed, except pursuant to the following sentence, Seller shall not postpone or adjourn the Seller Stockholders Meeting without the consent of Buyer. If a quorum of stockholders has not been obtained by the scheduled date for the Seller Stockholders Meeting, or supplemental or amended proxy materials are required to be filed with the SEC or disseminated to Seller’s stockholders prior to the Seller Stockholders Meeting, then Seller shall postpone or adjourn the Seller Stockholder Meeting until such time as a quorum is obtained or a period complying with Law is permitted for the filing or dissemination of such supplemental or amended proxy materials. In the event that the Seller Stockholders Meeting is delayed to a date after the End Date (bas defined in Section 8.1(b)) as a result of any adjournment or postponement pursuant to this Section 4.106.3(d), each Parent Party then the End Date shall be extended to the fifth (5th) Business Day after the date on which the Sellers Stockholder Meeting is convened and a vote by the stockholders of Seller on the proposal set forth in the Proxy Statement is taken. (e) Unless the Board of Directors of Seller has effected a Change in Recommendation in accordance with Section 6.2(c), Seller shall use its reasonable best efforts to take, or cause to be taken, solicit from stockholders of Seller proxies in favor of the approval of this Agreement and the Transactions and shall take all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper action necessary or advisable to obtain secure the USAi Seller Stockholder Approvals. (d) At any meeting Approval. Unless the Board of the stockholders Directors of USAi called to seek the USAi Stockholder Approvals or Seller has effected a Change in any other circumstances upon which a voteRecommendation in accordance with Section 6.2(c), consent or other approval (Seller shall use its reasonable best efforts, including by written consent) attending in person meetings, participating in phone conferences and providing requested information, to cause any proxy advisory firms advising their clients in connection with respect the Seller Stockholders Meeting to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to recommend that client stockholders vote in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe approval of this Agreement and the transactions contemplated hereby.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable after execution following the expiration of this Agreementthe Offer, USAi shall prepare and file with the SEC a the Proxy Statement in preliminary Proxy Statement, in form and substance reasonably satisfactory to Universalform, and each of the Company and Parent shall use its reasonable best efforts to respond, after consultation with Universal, respond as promptly as practicable to any comments of the SEC with respect thereto. USAi The Company shall promptly notify Universal promptly Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi information and shall supply Universal Parent with copies of all correspondence between it the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Company Stockholder Approvals Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi The Company shall provide Parent and its counsel an opportunity to review and to propose comments to the Proxy Statement prior to its being filed with the SEC and shall provide Parent and its counsel an opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of 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. (b) USAi shall If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, at Parent’s request, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi “Company Stockholders Meeting"”) for the purpose of seeking the USAi Company Stockholder Approvals as soon as practicable after the filing of the definitive Proxy StatementApproval. USAi The Company shall, through the USAi Company Board, recommend to its stockholders that they give the USAi Company Stockholder ApprovalsApproval, except to the extent that the USAi Company Board shall have withdrawn or modified its approval or recommendation to USAi's stockholders of this Agreement and Agreement, the Transactions Offer or the Merger as permitted by Section 4.095.04(b). USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by Notwithstanding the withdrawal or modification by the USAi Board foregoing, if Parent, Holdings, Merger Sub or any committee thereof other subsidiary of such Board's or such committee's recommendation Parent acquires at least 90.0% of the outstanding shares of the Company Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to USAi's cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of this Agreement or the Transactions.DGCL. Table of Contents (c) Subject Parent shall cause all shares of Company Common Stock purchased pursuant to clause (b) the Offer and all other shares of this Section 4.10Company Common Stock owned by Parent, each Holdings, Merger Sub or any other subsidiary of Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote voted in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe adoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As soon as practicable after execution of this Agreementthe date hereof, USAi Seller shall prepare and file with the SEC a preliminary Proxy Statement. Seller and Buyer shall cooperate with each other in the preparation of the Proxy Statement and without limiting the generality of the foregoing, Seller shall consult with Buyer prior to filing the Proxy Statement (or any amendment or supplement thereto) with the SEC and shall consider in good faith including any reasonable comments of Buyer relating thereto, and Buyer shall, in form a timely manner, furnish to Seller the information relating to Buyer required by the Securities Exchange Act, to be set forth in the Proxy Statement. Unless the Board of Directors of Seller has effected a Change in Recommendation in accordance with Section 5.12(c), the Proxy Statement shall include the Recommendation of the Board of Directors of Seller. The Proxy Statement shall additionally include a copy of the opinion of the Seller’s Financial Advisor to the Board of Directors of Seller with respect to the fairness of the transactions contemplated by this Agreement and substance reasonably satisfactory to Universal, and the Related Documents. (b) Seller shall use its commercially reasonable best efforts to respond, after consultation with Universal, as respond promptly as practicable to any comments of the SEC with respect thereto. USAi shall notify Universal promptly of the receipt of any comments from the SEC or its staff and of any request made by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi shall supply Universal with copies of all correspondence between it or its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Stockholder Approvals there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi Seller shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after following the filing thereof with the SEC and the resolution of any comments thereon by the SEC. Seller shall advise Buyer promptly after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and Seller shall consult with Buyer prior to responding to any of the foregoing and shall consider in good faith including any reasonable comments of Buyer relating to any such responses. The Proxy Statement shall and any amendments or supplements to the Proxy Statement will, when filed, comply as to form in all material respects with all the applicable requirements of lawthe Securities Exchange Act. None of the The information supplied or to be supplied by Vivendi, USAi or their respective Affiliates Buyer for inclusion or incorporation by reference in the proxy statement Proxy Statement or any amendment or supplement to the Proxy Statement, will not, on the date it is first mailed to Seller’s stockholders, on the date the Seller’s stockholders vote on this Agreement and at the Closing, contain any untrue statement misstatement 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 therein, in light of the circumstances under which they were made, not misleading, and will not at the time of the Seller Stockholders Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Seller Stockholders Meeting that shall have become false or misleading in any material respect. If at any time prior to the Closing Date any information relating to Seller or Buyer, or any of their respective Affiliates, officers or directors, is discovered by Seller or Buyer that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of Seller. (bc) USAi shall Seller shall, as soon as practicable after the date hereof, and in accordance with Seller’s certificate of incorporation and bylaws and Applicable Law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, and give notice of, convene and hold a meeting of its stockholders (the "USAi “Seller Stockholders Meeting"”) for the purpose of seeking considering and taking action upon this Agreement and the USAi Stockholder Approvals as transactions contemplated hereby. (d) As soon as practicable following the date on which the Proxy Statement is mailed to Seller’s stockholders, Seller shall convene and hold the Seller Stockholders Meeting. Once the Seller Stockholders Meeting has been called and noticed, except pursuant to the following sentence, Seller shall not postpone or adjourn the Seller Stockholders Meeting without the consent of Buyer, which consent shall not be unreasonably withheld or delayed. If a quorum of stockholders has not been obtained by the scheduled date for the Seller Stockholders Meeting, or supplemental or amended proxy materials are required to be filed with the SEC or disseminated to Seller’s stockholders prior to the Seller Stockholders Meeting, then Seller shall postpone or adjourn the Seller Stockholder Meeting until such time as a quorum is obtained or a period complying with Applicable Law is permitted for the filing or dissemination of such supplemental or amended proxy materials. In the event that the Seller Stockholders Meeting is delayed to a date after the filing End Date (as defined in Section 7.1(b)) as a result of any adjournment or postponement pursuant to this Section 5.4(d), then the End Date shall be extended to the fifth (5th) Business Day after the date on which the Sellers Stockholder Meeting is convened and a vote by the stockholders of Seller on the proposal set forth in the Proxy Statement is taken. (e) Unless the Board of Directors of Seller has effected a Change in Recommendation in accordance with Section 5.12(c), Seller shall use its commercially reasonable efforts to solicit from stockholders of Seller proxies in favor of the definitive Proxy Statement. USAi shall, through the USAi Board, recommend to its stockholders that they give the USAi Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders approval of this Agreement and the Transactions as permitted by transactions contemplated hereby and shall take all other action necessary or advisable to secure the Required Stockholder Vote. Seller shall engage a proxy solicitor to solicit proxies on behalf of Seller in connection with the Seller Stockholders Meeting. Unless the Board of Directors of Seller has effected a Change in Recommendation in accordance with Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the Transactions. (c) Subject to clause (b) of this Section 4.105.12(c), each Parent Party Seller shall use its commercially reasonable best efforts efforts, including by attending in person meetings, participating in phone conferences and providing requested information, to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate any proxy advisory firms advising their clients in connection with the other Parent Party in doing, all things necessary, proper or advisable Seller Stockholders Meeting to obtain the USAi Stockholder Approvals. (d) At any meeting of the recommend that client stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi ▇▇▇▇▇▇ Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting ▇▇▇ ▇▇Ai Stockholder Approvalsthe approval of this Agreement and the transactions contemplated hereby.