Common use of Authority; Approvals and Enforceability Clause in Contracts

Authority; Approvals and Enforceability. (a) Each of Synacor and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the Synacor Shareholders as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement (including the Plan of Merger) by Synacor, and performance by Synacor of its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Synacor board of directors (the “Synacor Board”). As of the date of this Agreement, the Synacor Board has unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth herein, (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, and in the best interests of, Synacor and the Synacor Shareholders and (iii) resolved to recommend that the Synacor Shareholders approve the issuance of shares of Synacor Common Stock in the Merger (the “Synacor Voting Proposal”) at the Synacor Shareholder Meeting. As of the date of this Agreement, the foregoing Synacor Voting Proposal has not been withdrawn, revoked or modified in any respect. Prior to making the foregoing determinations, the Synacor Board received an opinion of Canaccord Genuity LLC (“Canaccord”) to the effect that, as of the date of such opinion and based upon and subject to the various limitations, matters, qualifications and assumptions set forth therein, the Exchange Ratio is fair, from a financial point of view, to Synacor, and, as of the date of this Agreement, the foregoing opinion has not been withdrawn, revoked or modified in any respect. (c) Except for the approval of the Synacor Voting Proposal by the affirmative vote of a majority of votes present or represented by proxy at the Synacor Shareholder Meeting called to consider the Synacor Voting Proposal (the “Requisite Synacor Shareholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 3.23 of this Agreement, no other corporate proceedings on the part of Synacor are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by each of Synacor and Merger Sub, and assuming due authorization, execution and delivery by Qumu, this Agreement constitutes a valid and binding obligation of each of Synacor and Merger Sub, enforceable against each of Synacor and Merger Sub in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Approvals and Enforceability. (a) Each of Synacor and Merger Sub Qumu has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the Synacor Qumu Shareholders as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement (including the Plan of Merger) by SynacorQumu, and performance by Synacor Qumu of its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Synacor board of directors Qumu Board (the “Synacor Qumu Board”) and a committee of disinterested directors of the Board formed in accordance with Section 302A.673 of the MBCA (the “Committee of Disinterested Directors”). As of the date of this AgreementAgreement and prior to the execution and delivery of the Qumu Support Agreements, the Synacor Qumu Board has and the Committee of Disinterested Directors have each unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth hereinherein (such approval having been made in accordance with the MBCA, including for purposes of Sections 302A.613, Subd.1 and 302A.673 thereof), (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, and in the best interests of, Synacor Qumu and the Synacor Qumu Shareholders, (iii) in the case of the Board, has directed that Qumu submit this Agreement (including the Plan of Merger) to the Qumu Shareholders for approval by them as promptly as practicable and (iiiiv) resolved to recommend that the Synacor Qumu Shareholders approve this Agreement (including the issuance Plan of shares of Synacor Common Stock in the Merger Merger) (the “Synacor Qumu Voting Proposal”) at the Synacor Qumu Shareholder Meeting. As of the date of this Agreement, the foregoing Synacor Qumu Voting Proposal has not been withdrawn, revoked or modified in any respect. Prior As of the date of this Agreement and prior to making the foregoing determinationsexecution and delivery of the Qumu Support Agreements, the Synacor Committee of Disinterested Directors has unanimously approved the Qumu Support Agreements. The Qumu Board has received an opinion of Canaccord Genuity LLC Xxxxxx, Xxxxxxxx & Company, Incorporated (“CanaccordStifel”) to the effect that, as of the date of such opinion opinion, and based upon and subject to the various limitationsassumptions, mattersqualifications, qualifications limitations and assumptions other matters set forth therein, the Exchange Ratio to be received pursuant to and in accordance with, the terms of this Agreement by the holders of shares of Qumu Common Stock (other than Synacor or any Affiliate of Synacor), is fairfair to such holders, from a financial point of view, to Synacor, and, as of the date of this Agreement, the foregoing opinion has not been withdrawn, revoked or modified in any respect. (c) Except for the approval of the Synacor Qumu Voting Proposal by the affirmative vote of the holders of a majority of votes present or represented by proxy the outstanding shares of Qumu Common Stock entitled to vote at a meeting of the Synacor Shareholder Meeting Qumu Shareholders called to consider the Synacor Qumu Voting Proposal (the “Requisite Synacor Qumu Shareholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 3.23 4.23 of this Agreement, no other corporate proceedings on the part of Synacor Qumu are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by each of Synacor and Merger SubQumu, and assuming due authorization, execution and delivery by QumuSynacor and Merger Sub, this Agreement constitutes a valid and binding obligation of each of Synacor and Merger SubQumu, enforceable against each of Synacor and Merger Sub Qumu in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Approvals and Enforceability. (a) Each of Synacor and Merger Sub Hortonworks has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the Synacor Shareholders Hortonworks Stockholders as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement (including the Plan of Merger) by SynacorHortonworks, and performance by Synacor of Hortonworks with its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Synacor board of directors Hortonworks Board (the “Synacor Hortonworks Board”). As of the date of this Agreement, the Synacor Hortonworks Board has unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth herein, (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, advisable and in the best interests of, Synacor of the Hortonworks stockholders and the Synacor Shareholders and (iii) has unanimously resolved to recommend that the Synacor Shareholders approve the issuance of shares of Synacor Common Stock in the Merger Hortonworks Stockholders adopt this Agreement (the “Synacor Hortonworks Voting Proposal”) at the Synacor Shareholder Meeting). As of the date of this Agreement, the foregoing Synacor Voting Proposal The Hortonworks Board has not been withdrawn, revoked or modified in any respect. Prior to making the foregoing determinations, the Synacor Board received an opinion of Canaccord Genuity LLC (“Canaccord”) Qatalyst Partners to the effect that, as of the date of such opinion opinion, and based upon and subject to the various limitationsassumptions, mattersqualifications, qualifications limitations and assumptions other matters set forth therein, the Exchange Ratio to be received pursuant to and in accordance with, the terms of this Agreement by the holders of shares of Hortonworks Common Stock (other than Cloudera or any Affiliate of Cloudera), is fair, from a financial point of view, to Synacorsuch holders, and, and as of the date of this Agreement, the foregoing opinion has not been withdrawn, revoked or modified in any respect. (c) Except for the approval of the Synacor Hortonworks Voting Proposal by the affirmative vote of the holders of a majority of votes present or represented by proxy the outstanding shares of Hortonworks Common Stock entitled to vote at a meeting of the Synacor Shareholder Meeting Hortonworks Stockholders called to consider the Synacor Hortonworks Voting Proposal (the “Requisite Synacor Shareholder Hortonworks Stockholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 3.23 4.23 of this Agreement, no other corporate proceedings on the part of Synacor Hortonworks are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by each of Synacor and Merger SubHortonworks, and assuming due authorization, execution and delivery by QumuCloudera and Merger Sub, this Agreement constitutes a valid and binding obligation of each of Synacor and Merger SubHortonworks, enforceable against each of Synacor and Merger Sub Hortonworks in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Approvals and Enforceability. (a) Each of Synacor Cloudera and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the Synacor Shareholders Cloudera Stockholders as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement (including the Plan of Merger) by SynacorCloudera, and performance by Synacor of Cloudera with its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Synacor Cloudera board of directors (the “Synacor Cloudera Board”). As of the date of this Agreement, the Synacor Cloudera Board has unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth herein, (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, advisable and in the best interests of, Synacor of the Cloudera stockholders and the Synacor Shareholders and (iii) has unanimously resolved to recommend that the Synacor Shareholders Cloudera Stockholders approve the issuance of shares of Synacor Cloudera Common Stock in the Merger (the “Synacor Cloudera Voting Proposal”) at the Synacor Shareholder Meeting. As of the date of this Agreement, the foregoing Synacor Voting Proposal has not been withdrawn, revoked or modified in any respect). Prior to making the foregoing determinations, the Synacor Cloudera Board received an opinion of Canaccord Genuity Xxxxxx Xxxxxxx & Co. LLC (“CanaccordXxxxxx Xxxxxxx”) to the effect that, as of the date of such opinion and based upon and subject to the various limitations, matters, qualifications and assumptions set forth therein, the Exchange Ratio is fair, from a financial point of view, to SynacorCloudera, and, as of the date of this Agreement, and the foregoing opinion has not been withdrawn, revoked or modified in any respect. (c) Except for the approval of the Synacor Cloudera Voting Proposal by the affirmative vote of a majority of votes present or represented by proxy at the Synacor Shareholder Cloudera Stockholder Meeting called to consider the Synacor Cloudera Voting Proposal (the “Requisite Synacor Shareholder Cloudera Stockholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 3.23 of this Agreement, no other corporate proceedings on the part of Synacor Cloudera are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by each of Synacor Cloudera and Merger Sub, and assuming due authorization, execution and delivery by QumuHortonworks, this Agreement constitutes a valid and binding obligation of each of Synacor Cloudera and Merger Sub, enforceable against each of Synacor Cloudera and Merger Sub in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Approvals and Enforceability. (a) Each of Synacor and Merger Sub Qumu has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the Synacor Qumu Shareholders as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement (including the Plan of Merger) by SynacorQumu, and performance by Synacor Qumu of its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Synacor board of directors Qumu Board (the “Synacor Qumu Board”) and a committee of disinterested directors of the Board formed in accordance with Section 302A.673 of the MBCA (the “Committee of Disinterested Directors”). As of the date of this AgreementAgreement and prior to the execution and delivery of the Qumu Support Agreements, the Synacor Qumu Board has and the Committee of Disinterested Directors have each unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth hereinherein (such approval having been made in accordance with the MBCA, including for purposes of Sections 302A.613, Subd.1 and 302A.673 thereof), (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, and in the best interests of, Synacor Qumu and the Synacor Qumu Shareholders, (iii) in the case of the Board, has directed that Qumu submit this Agreement (including the Plan of Merger) to the Qumu Shareholders for approval by them as promptly as practicable and (iiiiv) resolved to recommend that the Synacor Qumu Shareholders approve this Agreement (including the issuance Plan of shares of Synacor Common Stock in the Merger Merger) (the “Synacor Qumu Voting Proposal”) at the Synacor Qumu Shareholder Meeting. As of the date of this Agreement, the foregoing Synacor Qumu Voting Proposal has not been withdrawn, revoked or modified in any respect. Prior As of the date of this Agreement and prior to making the foregoing determinationsexecution and delivery of the Qumu Support Agreements, the Synacor Committee of Disinterested Directors has unanimously approved the Qumu Support Agreements. The Qumu Board has received an opinion of Canaccord Genuity LLC Sxxxxx, Xxxxxxxx & Company, Incorporated (“CanaccordStifel”) to the effect that, as of the date of such opinion opinion, and based upon and subject to the various limitationsassumptions, mattersqualifications, qualifications limitations and assumptions other matters set forth therein, the Exchange Ratio to be received pursuant to and in accordance with, the terms of this Agreement by the holders of shares of Qumu Common Stock (other than Synacor or any Affiliate of Synacor), is fairfair to such holders, from a financial point of view, to Synacor, and, as of the date of this Agreement, the foregoing opinion has not been withdrawn, revoked or modified in any respect. (c) Except for the approval of the Synacor Qumu Voting Proposal by the affirmative vote of the holders of a majority of votes present or represented by proxy the outstanding shares of Qumu Common Stock entitled to vote at a meeting of the Synacor Shareholder Meeting Qumu Shareholders called to consider the Synacor Qumu Voting Proposal (the “Requisite Synacor Qumu Shareholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 3.23 4.23 of this Agreement, no other corporate proceedings on the part of Synacor Qumu are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by each of Synacor and Merger SubQumu, and assuming due authorization, execution and delivery by QumuSynacor and Merger Sub, this Agreement constitutes a valid and binding obligation of each of Synacor and Merger SubQumu, enforceable against each of Synacor and Merger Sub Qumu in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Approvals and Enforceability. (a) Each of Synacor comScore and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the Synacor Shareholders stockholders of comScore as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement (including the Plan of Merger) by SynacorcomScore, and performance by Synacor of comScore with its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, and the comScore Support Agreements, have been duly and validly approved by the Synacor comScore board of directors (the “Synacor Board”)directors. As of the date of this Agreement, the Synacor Board comScore board of directors has unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth herein, (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, advisable and in the best interests of, Synacor of the comScore Stockholders and the Synacor Shareholders and (iii) has unanimously resolved to recommend that the Synacor Shareholders comScore Stockholders approve the issuance of shares of Synacor comScore Common Stock in the Merger (the “Synacor comScore Voting Proposal”) at the Synacor Shareholder Meeting. As of the date of this Agreement, the foregoing Synacor Voting Proposal has not been withdrawn, revoked or modified in any respect). Prior to making the foregoing determinations, the Synacor Board comScore board of directors received an opinion of Canaccord Genuity X.X. Xxxxxx Securities LLC (“CanaccordX.X. Xxxxxx”) to the effect that, as of the date of such opinion this Agreement and based upon and subject to the various limitations, matters, qualifications and assumptions set forth therein, the Exchange Ratio is fair, from a financial point of view, to Synacorthe stockholders of comScore, and, as of the date of this Agreement, and the foregoing opinion has not been withdrawn, revoked or modified in any respect. (c) Except for the approval of the Synacor comScore Voting Proposal by the affirmative vote of a majority of votes present or represented by proxy at the Synacor Shareholder comScore Stockholder Meeting called to consider the Synacor comScore Voting Proposal (the “Requisite Synacor Shareholder comScore Stockholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 3.23 of this Agreement, no other corporate proceedings on the part of Synacor comScore are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by each of Synacor comScore and Merger Sub, and assuming due authorization, execution and delivery by QumuRentrak, this Agreement constitutes a valid and binding obligation of each of Synacor comScore and Merger Sub, enforceable against each of Synacor comScore and Merger Sub in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Approvals and Enforceability. (a) Each of Synacor and Merger Sub fuboTV has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval receipt of the Synacor Shareholders as described belowRequisite fuboTV Shareholder Approval , to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement (including the Plan of Merger) by SynacorfuboTV, and performance by Synacor of fuboTV with its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Synacor fuboTV board of directors (the “Synacor Board”)directors. As of the date of this Agreement, the Synacor Board fuboTV board of directors has unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth herein, (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, advisable and in the best interests of, Synacor and of the Synacor fuboTV Shareholders and (iii) has unanimously resolved to recommend that the Synacor fuboTV Shareholders adopt and approve this Agreement and the issuance of shares of Synacor Common Stock in the Merger (the “Synacor Voting Proposal”) at the Synacor Shareholder Meeting. As of the date of this Agreement, the foregoing Synacor Voting Proposal has not been withdrawn, revoked or modified in any respect. Prior to making the foregoing determinations, the Synacor Board received an opinion of Canaccord Genuity LLC (“Canaccord”) to the effect that, as of the date of such opinion and based upon and subject to the various limitations, matters, qualifications and assumptions set forth therein, the Exchange Ratio is fair, from a financial point of view, to Synacor, and, as of the date of this Agreement, the foregoing opinion has not been withdrawn, revoked or modified in any respecttransactions contemplated hereby. (c) Except for the approval of the Synacor Voting Proposal by the affirmative vote of a majority of votes present or represented by proxy at the Synacor Requisite fuboTV Shareholder Meeting called to consider the Synacor Voting Proposal (the “Requisite Synacor Shareholder Approval”) Approval and assuming the accuracy of the representations and warranties set forth in Section 3.23 4.24 of this Agreement, no other corporate proceedings on the part of Synacor fuboTV are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by each of Synacor and Merger SubfuboTV, and assuming due authorization, execution and delivery by QumuFaceBank and Merger Sub, this Agreement constitutes a valid and binding obligation of each of Synacor and Merger SubfuboTV, enforceable against each of Synacor and Merger Sub fuboTV in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Approvals and Enforceability. (a) Each of Synacor and Merger Sub Rentrak has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the Synacor Shareholders stockholders of Rentrak as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement (including the Plan of Merger) by SynacorRentrak, and performance by Synacor of Rentrak with its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, and the Rentrak Support Agreements, have been duly and validly approved by the Synacor Rentrak board of directors (the “Synacor Board”)directors. As of the date of this Agreement, the Synacor Board Rentrak board of directors has unanimously (i) approved, and declared advisable this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby upon and subject to the terms and conditions set forth herein, (ii) determined that this Agreement (including the Plan of Merger) and the Merger and other transactions contemplated hereby are fair to, advisable and in the best interests of, Synacor and of the Synacor Rentrak Shareholders and (iii) has unanimously resolved to recommend that the Synacor Rentrak Shareholders approve the issuance of shares of Synacor Common Stock in the Merger adopt this Agreement (the “Synacor Rentrak Voting Proposal”) at the Synacor Shareholder Meeting. As of the date of this Agreement, the foregoing Synacor Voting Proposal has not been withdrawn, revoked or modified in any respect). Prior to making the foregoing determinations, the Synacor Board Rentrak board of directors received an opinion of Canaccord Genuity LLC Xxxxxxx, Xxxxx & Co. (“CanaccordXxxxxxx Sachs”) to the effect that, as of the date of such opinion this Agreement and based upon and subject to the various limitations, matters, qualifications and assumptions set forth therein, the Exchange Ratio is fair, from a financial point of view, to Synacorthe shareholders of Rentrak, and, as of the date of this Agreement, and the foregoing opinion has not been withdrawn, revoked or modified in any respect. (c) Except for the approval of the Synacor Rentrak Voting Proposal by the affirmative vote of the holders of a majority of votes present or represented by proxy the outstanding shares of Rentrak Common Stock entitled to vote at a meeting of the Synacor Shareholder Meeting Rentrak Shareholders called to consider the Synacor Rentrak Voting Proposal (the “Requisite Synacor Rentrak Shareholder Approval”) and assuming the accuracy of the representations and warranties set forth in Section 3.23 4.23 of this Agreement, no other corporate proceedings on the part of Synacor Rentrak are necessary to approve or adopt this Agreement under applicable Legal Requirements and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by each of Synacor and Merger SubRentrak, and assuming due authorization, execution and delivery by QumucomScore and Merger Sub, this Agreement constitutes a valid and binding obligation of each of Synacor and Merger SubRentrak, enforceable against each of Synacor and Merger Sub Rentrak in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.