Common use of Registration Statement and Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement and Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the execution and delivery of this Agreement, Synacor and Qumu shall jointly prepare, and Synacor shall file with the SEC, a Registration Statement on Form S-4 in connection with the issuance of shares of Synacor Common Stock in the Merger (as may be amended or supplemented from time to time and together with all exhibits thereto, the “Registration Statement”) and each of Synacor and Qumu shall jointly file with the SEC the Joint Proxy Statement/Prospectus, in each case, in such form as may be approved by Synacor and Qumu, which approval shall not be unreasonably withheld, conditioned or delayed. The Registration Statement shall include (i) a prospectus for the issuance of shares of Synacor Common Stock in the Merger (including shares of Synacor Common Stock issued in the Merger in exchange for shares of Qumu Restricted Stock), (ii) a proxy statement of Synacor for use in connection with the solicitation of proxies for the Synacor Voting Proposal to be considered at the Synacor Shareholder Meeting, and (iii) a proxy statement of Qumu for use in connection with the solicitation of proxies for the Qumu Voting Proposal to be considered at the Qumu Shareholder Meeting (as may be amended or supplemented from time to time and together with all exhibits thereto, the “Joint Proxy Statement/Prospectus”). Each of Synacor and Qumu shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Without limiting the generality of the foregoing, each of Qumu and Synacor shall, and shall cause its respective Representatives to, fully cooperate with the other party hereto and its respective Representatives in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Synacor and Qumu shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable, but in no event later than five (5) business days, after the Registration Statement is declared effective by the SEC, Synacor and Qumu shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective shareholders. (b) Except as otherwise set forth in this Agreement, no amendment or supplement (including by incorporation by reference) to the Registration Statement or the Joint Proxy Statement/Prospectus shall be made without the approval of Synacor and Qumu, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Synacor, in connection with a Synacor Board Recommendation Change, and Qumu, in connection with a Qumu Board Recommendation Change, may amend or supplement the Joint Proxy Statement/Prospectus or the Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 7.3(b) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions be accurately described therein. (c) The Registration Statement and the Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. Without limiting the generality of the foregoing, the information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of each of the Merger Shareholder Meetings, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Without limiting the generality of the foregoing, prior to the Effective Time, Qumu and Synacor shall notify each other as promptly as practicable, but in no event later than two (2) business days, upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Registration Statement, Joint Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and as promptly as practicable thereafter, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Legal Requirements or the SEC, disseminated to the Qumu Shareholders and/or the Synacor Shareholders. Qumu and Synacor shall each notify the other as promptly as practicable, but in no event later than one business day, of (i) the receipt by such party of any written or oral comments of the SEC or its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to, the Registration Statement, the Joint Proxy Statement/Prospectus or any Regulation M-A Filing, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC or its staff with respect to any of the foregoing filings or, to the extent not written, provide a written summary of any oral communications, (ii) the issuance of any stop order, or (iii) the suspension of qualification for offering or sale in any jurisdiction of the Synacor Common Stock issuable in connection with the Merger. (e) Qumu and Synacor shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and the rules of Nasdaq. In addition, Synacor shall use reasonable best efforts to take all actions required under any applicable federal or state securities Legal Requirements in connection with the issuance of shares of Synacor Common Stock in the Merger.

Registration Statement and Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after following the execution and delivery of this Agreementdate hereof, Synacor and Qumu (i) the Parties shall jointly prepare, prepare and Synacor shall file cause to be filed with the SEC, SEC a Registration Statement registration statement on Form S-4 in connection with the issuance of shares of Synacor Common Stock in the Merger (as may be amended or supplemented from time to time and together with all exhibits thereto, the “Registration Statement”) and each of Synacor and Qumu shall jointly file with the SEC the Joint Proxy Statement/Prospectus, in each case, in such form as may be approved by Synacor and Qumu), which approval shall not be unreasonably withheld, conditioned or delayed. The Registration Statement shall include (i) constitute a prospectus for registration statement of IAC with respect to the issuance of shares of Synacor IAC Class M Common Stock in (or, after it is renamed pursuant to the Post-Merger (including shares of Synacor Amendments to the New Match Charter, New Match Common Stock Stock) to be issued in connection with the Merger in exchange for shares of Qumu Restricted Stock)Reclassification and the Match Merger, (ii) constitute a proxy registration statement of Synacor for use New IAC with respect to the shares of New IAC Common Stock and New IAC Class B Common Stock to be issued in connection with the solicitation of proxies for the Synacor Voting Proposal to be considered at the Synacor Shareholder MeetingMandatory Exchange, and (iii) a include the joint proxy statement of Qumu for use in connection with relating to the solicitation of proxies for the Qumu Voting Proposal matters to be considered submitted to the holders of shares of IAC Capital Stock at the Qumu Shareholder IAC Stockholder Meeting and to the holders of shares of Match Capital Stock at the Match Stockholder Meeting (as may be amended or supplemented from time to time and together with all exhibits thereto, the “Joint Proxy Statement/Prospectus”). Each of Synacor and Qumu The Parties shall use its their reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing and to cause the Registration Statement and Joint Proxy Statement/Prospectus to comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. The Parties shall cooperate in preparing and filing with the SEC and to keep the Registration Statement effective as long as is Statement, including the Joint Proxy Statement/Prospectus, in each case together with any necessary to consummate amendments or supplements thereto. Match will furnish all information concerning the Merger. Without limiting the generality members of the foregoing, each of Qumu and Synacor shallMatch Group, and shall cause its respective Representatives toIAC will furnish all information concerning the members of the IAC Group, fully cooperate as may be reasonably requested by IAC or Match, as applicable, in connection with the other party hereto preparation, filing and its respective Representatives in the preparation distribution of the Registration Statement and the Joint Proxy Statement/Prospectus, and in each case together with any amendments or supplements thereto. The Parties shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation advise one another of the Registration Statement receipt of any comments from the SEC or its staff and the Joint Proxy Statement/Prospectus, and of any amendment or supplement thereto, and each of Synacor and Qumu shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable, but in no event later than five (5) business days, after the Registration Statement is declared effective request by the SEC, Synacor and Qumu shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective shareholders. (b) Except as otherwise set forth in this Agreement, no amendment SEC or supplement (including by incorporation by reference) its staff for amendments or supplements to the Registration Statement or the Joint Proxy Statement/Prospectus shall be made without the approval of Synacor and Qumu, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Synacorfor additional information, in connection with a Synacor Board Recommendation Changeeach case as promptly as reasonably practicable after the receipt thereof, and Qumushall supply one another with copies of all correspondence with the SEC or its staff with respect to the Registration Statement, in connection with a Qumu Board Recommendation Change, may amend or supplement the Joint Proxy Statement/Prospectus or the transactions contemplated hereby. The Parties shall cooperate and provide one another a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 7.3(b) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions be accurately described therein. (c) The Registration Statement and the Joint Proxy Statement/Prospectus shall comply in all material respects as prior to form and substance filing such with the requirements SEC. (b) If at any time prior to the Match Merger Effective Time any information relating to a Party or any of the Securities Act and the Exchange Act. Without limiting the generality its respective Affiliates, officers or directors, should be discovered by a Party that should be set forth in an amendment or supplement to any of the foregoing, the information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of each of the Merger Shareholder Meetings, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Without limiting the generality of the foregoing, prior to the Effective Time, Qumu and Synacor shall notify each other as promptly as practicable, but in no event later than two (2) business days, upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Registration Statement, Joint Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document 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 are were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and as promptly as practicable thereafter, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Legal Requirements or the SECLaw, disseminated to the Qumu Shareholders and/or the Synacor Shareholders. Qumu and Synacor shall each notify the other as promptly as practicable, but in no event later than one business day, holders of (i) the receipt by such party of any written or oral comments of the SEC or its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to, the Registration Statement, the Joint Proxy Statement/Prospectus or any Regulation M-A Filing, and shall promptly supply the other with copies of all correspondence between it or any of its representatives IAC Capital Stock and the SEC or its staff with respect to any holders of the foregoing filings or, to the extent not written, provide a written summary of any oral communications, (ii) the issuance of any stop order, or (iii) the suspension of qualification for offering or sale in any jurisdiction of the Synacor Common Stock issuable in connection with the MergerMatch Capital Stock. (e) Qumu and Synacor shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and the rules of Nasdaq. In addition, Synacor shall use reasonable best efforts to take all actions required under any applicable federal or state securities Legal Requirements in connection with the issuance of shares of Synacor Common Stock in the Merger.

Registration Statement and Joint Proxy Statement/Prospectus. (a) As promptly as practicable (but in any event no more than thirty-five (35) days) after the execution and delivery of this Agreement, Synacor Parent and Qumu the Company shall jointly prepare, and Synacor Parent shall file with the SEC, a Registration Statement on Form S-4 in connection with the issuance of shares of Synacor Parent Class A Common Stock in the Merger pursuant to the terms of this Agreement (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Registration Statement”) and each of Synacor and Qumu shall jointly file with the SEC the Joint Proxy Statement/Prospectus, in each case, in such form as may be approved by Synacor and Qumu, which approval shall not be unreasonably withheld, conditioned or delayed). The Registration Statement shall include (i) a prospectus for the issuance of shares of Synacor Parent Class A Common Stock in the Merger (including shares of Synacor Common Stock issued in the Merger in exchange for shares of Qumu Restricted Stock)Merger, (ii) a proxy statement of Synacor Parent for use in connection with the solicitation of proxies for the Synacor Parent Voting Proposal to be considered at the Synacor Shareholder Parent Stockholder Meeting, and (iii) a proxy statement of Qumu the Company for use in connection with the solicitation of proxies for the Qumu Company Voting Proposal to be considered at the Qumu Shareholder Company Stockholder Meeting (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Joint Proxy Statement/Prospectus”). Each of Synacor Parent and Qumu the Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergerSEC. Without limiting the generality of the foregoing, each of Qumu the Company and Synacor Parent shall, and shall cause its respective Representatives representatives to, fully cooperate with the other party hereto and its respective Representatives in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Synacor Parent and Qumu the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable, but in no event later than five (5) business days, practicable after the Registration Statement is declared effective by the SEC, Synacor Parent and Qumu the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective shareholdersstockholders. (b) Unless the Company Board shall have effected a Company Board Recommendation Change in accordance with the terms of Section 6.4(b), the Joint Proxy Statement/Prospectus shall include the Company Board Recommendation. Unless the Parent Board shall have effected a Parent Board Recommendation Change in accordance with the terms of Section 6.4(b), the Joint Proxy Statement/Prospectus shall include the Parent Board Recommendation. (c) Except as otherwise set forth in this Agreement, no amendment or supplement (including by incorporation by reference) to the Registration Statement or the Joint Proxy Statement/Prospectus shall be made without the approval of Synacor Parent and Qumuthe Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that SynacorParent, in connection with a Synacor Parent Board Recommendation ChangeChange made in accordance with terms of Section 6.4(b), and Qumuthe Company, in connection with a Qumu Company Board Recommendation ChangeChange made in accordance with terms of Section 6.4(b), may amend or supplement the Joint Proxy Statement/Prospectus or the Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 7.3(b7.3(c) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions be accurately described therein. (cd) The Each of Parent and the Company shall cause the Registration Statement and the Joint Proxy Statement/Prospectus shall Prospectus, as applicable, to comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. Without limiting the generality of the foregoing, the information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of each of the Merger Shareholder Stockholder Meetings, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (de) Without limiting the generality of the foregoing, prior to the Effective Time, Qumu Time (i) the Company and Synacor Parent shall notify each other as promptly as practicable, but in no event later than two (2) business days, practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Registration Statement, Joint Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and as promptly as practicable thereafter, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Legal Requirements Law or the SEC, disseminated to the Qumu Shareholders stockholders of the Company and/or the Synacor ShareholdersParent. Qumu The Company and Synacor Parent shall each notify the other as promptly as practicable, but in no event later than one business day, of (i) practicable after the receipt by such party of any written or oral comments of the SEC or its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to, the Registration Statement, the Joint Proxy Statement/Prospectus or any Regulation M-A Filing, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC or its staff with respect to any of the foregoing filings or, to the extent not written, provide a written summary of any oral communications, (ii) the issuance of any stop order, or (iii) the suspension of qualification for offering or sale in any jurisdiction of the Synacor Common Stock issuable in connection with the Mergerfilings. (ef) Qumu Each of the Company and Synacor Parent shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and shall use commercially reasonable efforts to ensure that such filings after the rules date of Nasdaqthis Agreement and prior to the Closing Date (and, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) will not contain any untrue statement of a material fact or omit (or will have omitted) to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, Synacor Parent shall use reasonable best efforts to take all actions required under any applicable federal or state securities Legal Requirements or Blue Sky Laws in connection with the issuance of shares of Synacor Parent Class A Common Stock in the Merger.

Registration Statement and Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the execution and delivery of this Agreement, Synacor Cloudera and Qumu Hortonworks shall jointly prepare, and Synacor Cloudera shall file with the SEC, a Registration Statement on Form S-4 in connection with the issuance of shares of Synacor Cloudera Common Stock in the Merger (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Registration Statement”) and each of Synacor and Qumu shall jointly file with the SEC the Joint Proxy Statement/Prospectus, in each case), in such form as may be approved by Synacor Cloudera and QumuHortonworks, which approval shall not be unreasonably withheld, conditioned or delayed. The Registration Statement shall include (i) a prospectus for the issuance of shares of Synacor Cloudera Common Stock in the Merger (including shares of Synacor Cloudera Common Stock issued in the Merger in exchange for shares of Qumu Hortonworks Restricted Stock), (ii) a proxy statement of Synacor Cloudera for use in connection with the solicitation of proxies for the Synacor Cloudera Voting Proposal to be considered at the Synacor Shareholder Cloudera Stockholder Meeting, and (iii) a proxy statement of Qumu Hortonworks for use in connection with the solicitation of proxies for the Qumu Hortonworks Voting Proposal to be considered at the Qumu Shareholder Hortonworks Stockholder Meeting (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Joint Proxy Statement/Prospectus”). Each of Synacor Cloudera and Qumu Hortonworks shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergerSEC. Without limiting the generality of the foregoing, each of Qumu Hortonworks and Synacor Cloudera shall, and shall cause its respective Representatives to, fully cooperate with the other party hereto and its respective Representatives in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Synacor Cloudera and Qumu Hortonworks shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable, but in no event later than five (5) business days, practicable after the Registration Statement is declared effective by the SEC, Synacor Cloudera and Qumu Hortonworks shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective shareholdersstockholders. (b) Except as otherwise set forth in this Agreement, no amendment or supplement (including by incorporation by reference) to the Registration Statement or the Joint Proxy Statement/Prospectus shall be made without the approval of Synacor Cloudera and QumuHortonworks, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that SynacorCloudera, in connection with a Synacor Cloudera Board Recommendation Change, and QumuHortonworks, in connection with a Qumu Hortonworks Board Recommendation Change, may amend or supplement the Joint Proxy Statement/Prospectus or the Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 7.3(b) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions be accurately described therein. (c) The Registration Statement and the Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. Without limiting the generality of the foregoing, the information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of each of the Merger Shareholder Stockholder Meetings, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 14a‑12 under the Exchange Act (each, a “Regulation M-A M‑A Filing”) shall not, at the time any such Regulation M-A M‑A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Without limiting the generality of the foregoing, prior to the Effective Time, Qumu Time (i) Hortonworks and Synacor Cloudera shall notify each other as promptly as practicable, but in no event later than two (2) business days, practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Registration Statement, Joint Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and as promptly as practicable thereafter, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Legal Requirements or the SEC, disseminated to the Qumu Shareholders Hortonworks Stockholders and/or the Synacor ShareholdersCloudera Stockholders. Qumu Hortonworks and Synacor Cloudera shall each notify the other as promptly as practicable, but in no event later than one business day, practicable of (i) the receipt by such party of any written or oral comments of the SEC or its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to, the Registration Statement, the Joint Proxy Statement/Prospectus or any Regulation M-A Filing, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC or its staff with respect to any of the foregoing filings or, to the extent not written, provide a written summary of any oral communicationsfilings, (ii) the issuance of any stop order, or (iii) the suspension of qualification for offering or sale in any jurisdiction of the Synacor Cloudera Common Stock issuable in connection with the Merger. (e) Qumu Hortonworks and Synacor Cloudera shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and the rules of Nasdaqthereunder. In addition, Synacor Cloudera shall use reasonable best efforts to take all actions required under any applicable federal or state securities Legal Requirements or Blue Sky Laws in connection with the issuance of shares of Synacor Cloudera Common Stock in the Merger.

Registration Statement and Joint Proxy Statement/Prospectus. (a) As promptly as practicable (but in any event no more than forty-five (45) days) after the execution and delivery of this Agreement, Synacor comScore and Qumu Rentrak shall jointly prepare, and Synacor comScore shall file with the SEC, a Registration Statement on Form S-4 in connection with the issuance of shares of Synacor comScore Common Stock in the Merger (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Registration Statement”) and each of Synacor and Qumu shall jointly file with the SEC the Joint Proxy Statement/Prospectus, in each case, in such form as may be approved by Synacor and Qumu, which approval shall not be unreasonably withheld, conditioned or delayed). The Registration Statement shall include (i) a prospectus for the issuance of shares of Synacor comScore Common Stock in the Merger (including shares of Synacor comScore Common Stock issued in the Merger in exchange for shares of Qumu Rentrak Restricted Stock), (ii) a proxy statement of Synacor comScore for use in connection with the solicitation of proxies for the Synacor comScore Voting Proposal to be considered at the Synacor Shareholder comScore Stockholder Meeting, and (iii) a proxy statement of Qumu Rentrak for use in connection with the solicitation of proxies for the Qumu Rentrak Voting Proposal to be considered at the Qumu Rentrak Shareholder Meeting (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Joint Proxy Statement/Prospectus”). Each of Synacor comScore and Qumu Rentrak shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergerSEC. Without limiting the generality of the foregoing, each of Qumu Rentrak and Synacor comScore shall, and shall cause its respective Representatives representatives to, fully cooperate with the other party hereto and its respective Representatives in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Synacor comScore and Qumu Rentrak shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable, but in no event later than five (5) business days, practicable after the Registration Statement is declared effective by the SEC, Synacor comScore and Qumu Rentrak shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective shareholdersstockholders. (b) Except as otherwise set forth in this Agreement, no amendment or supplement (including by incorporation by reference) to the Registration Statement or the Joint Proxy Statement/Prospectus shall be made without the approval of Synacor comScore and QumuRentrak, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that SynacorcomScore, in connection with a Synacor comScore Board of Directors Recommendation Change, and QumuRentrak, in connection with a Qumu Rentrak Board of Directors Recommendation Change, may amend or supplement the Joint Proxy Statement/Prospectus or the Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 7.3(b) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions be accurately described therein. (c) The Registration Statement and the Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. Without limiting the generality of the foregoing, the information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of each of the Merger Shareholder Stockholder Meetings, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Without limiting the generality of the foregoing, prior to the Effective Time, Qumu Time Rentrak and Synacor comScore shall notify each other as promptly as practicable, but in no event later than two (2) business days, practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Registration Statement, Joint Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and as promptly as practicable thereafter, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Legal Requirements or the SEC, disseminated to the Qumu Shareholders stockholders of Rentrak and/or the Synacor ShareholderscomScore. Qumu Rentrak and Synacor comScore shall each notify the other as promptly as practicable, but in no event later than one business day, of (i) practicable after the receipt by such party of any written or oral comments of the SEC or its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to, the Registration Statement, the Joint Proxy Statement/Prospectus or any Regulation M-A Filing, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC or its staff with respect to any of the foregoing filings or, to the extent not written, provide a written summary of any oral communications, (ii) the issuance of any stop order, or (iii) the suspension of qualification for offering or sale in any jurisdiction of the Synacor Common Stock issuable in connection with the Mergerfilings. (e) Qumu comScore and Synacor Rentrak shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder thereunder. (i) If Rentrak determines it is required to file any document other than the Joint Proxy Statement/Prospectus with the SEC in connection with the Merger pursuant to applicable law (such document, as amended or supplemented, an “Other Required Rentrak Filing”), then Rentrak shall promptly prepare and file such Other Required Rentrak Filing with the SEC. Rentrak shall use its reasonable best efforts to cause any Other Required Rentrak Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of Nasdaqthe SEC and the Nasdaq Stock Market. In additionRentrak will promptly notify comScore of, Synacor and cooperate with comScore with respect to, any Other Required Rentrak Filing Rentrak intends to file with the SEC. On the date of filing, the date of mailing to Rentrak Stockholders (if applicable) and at the time of Rentrak Stockholder Meeting, any Other Required Rentrak Filing will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, no covenant is made by Rentrak with respect to any information supplied by comScore, Merger Sub or any of their Affiliates for inclusion or incorporation by reference in any Other Required Rentrak Filing. The information supplied by comScore and its Affiliates for inclusion or incorporation by reference in any Other Required Rentrak Filings will not, at the time that such Other Required Rentrak Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (ii) If comScore, Merger Sub or any of their respective Affiliates is/are required to file any document with the SEC in connection with the Merger or Rentrak Stockholder Meeting pursuant to applicable law (an “Other Required comScore Filing”), then comScore and Merger Sub shall, and shall cause their respective Affiliates to, promptly prepare and file such Other Required comScore Filing with the SEC. comScore and Merger Sub shall cause, and shall cause their respective Affiliates to cause, any Other Required comScore Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the Nasdaq Stock Market. comScore and Merger Sub will promptly notify Rentrak of, and cooperate with Rentrak with respect to, any Other Required comScore Filing comScore or Merger Sub intends to file with the SEC. On the date of filing, the date of mailing to Rentrak Stockholders (if applicable) and at the time of Rentrak Stockholder Meeting, no Other Required comScore Filing will knowingly contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, no covenant is made by comScore or Merger Sub with respect to any information supplied by Rentrak or any of its Affiliates for inclusion or incorporation by reference in any Other Required comScore Filing. The information supplied by Rentrak, Merger Sub and their respective Affiliates for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or any Other Required comScore Filing will not, at the time that the Joint Proxy Statement/Prospectus or such Other Required comScore Filing is filed with the SEC, knowingly contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (f) comScore shall use reasonable best efforts to take all actions required under any applicable federal or state securities Legal Requirements or Blue Sky Laws in connection with the issuance of shares of Synacor comScore Common Stock in the Merger.

Registration Statement and Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the execution and delivery of this Agreement, Synacor Cloudera and Qumu Hortonworks shall jointly prepare, and Synacor Cloudera shall file with the SEC, a Registration Statement on Form S-4 in connection with the issuance of shares of Synacor Cloudera Common Stock in the Merger (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Registration Statement”) and each of Synacor and Qumu shall jointly file with the SEC the Joint Proxy Statement/Prospectus, in each case), in such form as may be approved by Synacor Cloudera and QumuHortonworks, which approval shall not be unreasonably withheld, conditioned or delayed. The Registration Statement shall include (i) a prospectus for the issuance of shares of Synacor Cloudera Common Stock in the Merger (including shares of Synacor Cloudera Common Stock issued in the Merger in exchange for shares of Qumu Hortonworks Restricted Stock), (ii) a proxy statement of Synacor Cloudera for use in connection with the solicitation of proxies for the Synacor Cloudera Voting Proposal to be considered at the Synacor Shareholder Cloudera Stockholder Meeting, and (iii) a proxy statement of Qumu Hortonworks for use in connection with the solicitation of proxies for the Qumu Hortonworks Voting Proposal to be considered at the Qumu Shareholder Hortonworks Stockholder Meeting (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Joint Proxy Statement/Prospectus”). Each of Synacor Cloudera and Qumu Hortonworks shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergerSEC. Without limiting the generality of the foregoing, each of Qumu Hortonworks and Synacor Cloudera shall, and shall cause its respective Representatives to, fully cooperate with the other party hereto and its respective Representatives in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the Table of Contents other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Synacor Cloudera and Qumu Hortonworks shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable, but in no event later than five (5) business days, practicable after the Registration Statement is declared effective by the SEC, Synacor Cloudera and Qumu Hortonworks shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective shareholdersstockholders. (b) Except as otherwise set forth in this Agreement, no amendment or supplement (including by incorporation by reference) to the Registration Statement or the Joint Proxy Statement/Prospectus shall be made without the approval of Synacor Cloudera and QumuHortonworks, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that SynacorCloudera, in connection with a Synacor Cloudera Board Recommendation Change, and QumuHortonworks, in connection with a Qumu Hortonworks Board Recommendation Change, may amend or supplement the Joint Proxy Statement/Prospectus or the Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 7.3(b) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions be accurately described therein. (c) The Registration Statement and the Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. Without limiting the generality of the foregoing, the information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of each of the Merger Shareholder Stockholder Meetings, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Without limiting the generality of the foregoing, prior to the Effective Time, Qumu Time (i) Hortonworks and Synacor Cloudera shall notify each other as promptly as practicable, but in no event later than two (2) business days, practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Registration Statement, Joint Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and as promptly as practicable thereafter, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Legal Requirements or the SEC, disseminated to the Qumu Shareholders Hortonworks Stockholders and/or the Synacor ShareholdersCloudera Stockholders. Qumu Hortonworks and Synacor Cloudera shall each notify the other as promptly as practicable, but in no event later than one business day, practicable of (i) the receipt by such party of any written or oral comments of the SEC or its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to, the Registration Statement, the Joint Proxy Statement/Prospectus or any Regulation M-A Filing, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC or its staff with respect to any of the foregoing filings or, to the extent not written, provide a written summary of any oral communicationsfilings, (ii) the issuance of any stop order, or (iii) the suspension of qualification for offering or sale in any jurisdiction of the Synacor Cloudera Common Stock issuable in connection with the Merger. (e) Qumu and Synacor shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and the rules of Nasdaq. In addition, Synacor shall use reasonable best efforts to take all actions required under any applicable federal or state securities Legal Requirements in connection with the issuance of shares of Synacor Common Stock in the Merger.

Registration Statement and Joint Proxy Statement/Prospectus. (a) As promptly as practicable (but in any event no more than forty-five (45) days) after the execution and delivery of this Agreement, Synacor comScore and Qumu Rentrak shall jointly prepare, and Synacor comScore shall file with the SEC, a Registration Statement on Form S-4 in connection with the issuance of shares of Synacor comScore Common Stock in the Merger (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Registration Statement”) and each of Synacor and Qumu shall jointly file with the SEC the Joint Proxy Statement/Prospectus, in each case, in such form as may be approved by Synacor and Qumu, which approval shall not be unreasonably withheld, conditioned or delayed). The Registration Statement shall include (i) a prospectus for the issuance of shares of Synacor comScore Common Stock in the Merger (including shares of Synacor comScore Common Stock issued in the Merger in exchange for shares of Qumu Rentrak Restricted Stock), (ii) a proxy statement of Synacor comScore for use in connection with the solicitation of proxies for the Synacor comScore Voting Proposal to be considered at the Synacor Shareholder comScore Stockholder Meeting, and (iii) a proxy statement of Qumu Rentrak for use in connection with the solicitation of proxies for the Qumu Rentrak Voting Proposal to be considered at the Qumu Rentrak Shareholder Meeting (as may be amended or supplemented from time to time and together with all exhibits theretotime, the “Joint Proxy Statement/Prospectus”). Each of Synacor comScore and Qumu Rentrak shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergerSEC. Without limiting the generality of the foregoing, each of Qumu Rentrak and Synacor comScore shall, and shall cause its respective Representatives representatives to, fully cooperate with the other party hereto and its respective Representatives in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Synacor comScore and Qumu Rentrak shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable, but in no event later than five (5) business days, practicable after the Registration Statement is declared effective by the SEC, Synacor comScore and Qumu Rentrak shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective shareholdersstockholders. (b) Except as otherwise set forth in this Agreement, no amendment or supplement (including by incorporation by reference) to the Registration Statement or the Joint Proxy Statement/Prospectus shall be made without the approval of Synacor comScore and QumuRentrak, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that SynacorcomScore, in connection with a Synacor comScore Board of Directors Recommendation Change, and QumuRentrak, in connection with a Qumu Rentrak Board of Directors Recommendation Change, may amend or supplement the Joint Proxy Statement/Prospectus or the Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 7.3(b) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions be accurately described therein. (c) The Registration Statement and the Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. Without limiting the generality of the foregoing, the information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of each of the Merger Shareholder Stockholder Meetings, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 14a‑12 under the Exchange Act (each, a “Regulation M-A M‑A Filing”) shall not, at the time any such Regulation M-A M‑A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Without limiting the generality of the foregoing, prior to the Effective Time, Qumu Time Rentrak and Synacor comScore shall notify each other as promptly as practicable, but in no event later than two (2) business days, practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Registration Statement, Joint Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and as promptly as practicable thereafter, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Legal Requirements or the SEC, disseminated to the Qumu Shareholders stockholders of Rentrak and/or the Synacor ShareholderscomScore. Qumu Rentrak and Synacor comScore shall each notify the other as promptly as practicable, but in no event later than one business day, of (i) practicable after the receipt by such party of any written or oral comments of the SEC or its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to, the Registration Statement, the Joint Proxy Statement/Prospectus or any Regulation M-A Filing, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC or its staff with respect to any of the foregoing filings or, to the extent not written, provide a written summary of any oral communications, (ii) the issuance of any stop order, or (iii) the suspension of qualification for offering or sale in any jurisdiction of the Synacor Common Stock issuable in connection with the Mergerfilings. (e) Qumu comScore and Synacor Rentrak shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder thereunder. (i) If Rentrak determines it is required to file any document other than the Joint Proxy Statement/Prospectus with the SEC in connection with the Merger pursuant to applicable law (such document, as amended or supplemented, an “Other Required Rentrak Filing”), then Rentrak shall promptly prepare and file such Other Required Rentrak Filing with the SEC. Rentrak shall use its reasonable best efforts to cause any Other Required Rentrak Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of Nasdaqthe SEC and the Nasdaq Stock Market. In additionRentrak will promptly notify comScore of, Synacor and cooperate with comScore with respect to, any Other Required Rentrak Filing Rentrak intends to file with the SEC. On the date of filing, the date of mailing to Rentrak Stockholders (if applicable) and at the time of Rentrak Stockholder Meeting, any Other Required Rentrak Filing will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, no covenant is made by Rentrak with respect to any information supplied by comScore, Merger Sub or any of their Affiliates for inclusion or incorporation by reference in any Other Required Rentrak Filing. The information supplied by comScore and its Affiliates for inclusion or incorporation by reference in any Other Required Rentrak Filings will not, at the time that such Other Required Rentrak Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (ii) If comScore, Merger Sub or any of their respective Affiliates is/are required to file any document with the SEC in connection with the Merger or Rentrak Stockholder Meeting pursuant to applicable law (an “Other Required comScore Filing”), then comScore and Merger Sub shall, and shall cause their respective Affiliates to, promptly prepare and file such Other Required comScore Filing with the SEC. comScore and Merger Sub shall cause, and shall cause their respective Affiliates to cause, any Other Required comScore Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the Nasdaq Stock Market. comScore and Merger Sub will promptly notify Rentrak of, and cooperate with Rentrak with respect to, any Other Required comScore Filing comScore or Merger Sub intends to file with the SEC. On the date of filing, the date of mailing to Rentrak Stockholders (if applicable) and at the time of Rentrak Stockholder Meeting, no Other Required comScore Filing will knowingly contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, no covenant is made by comScore or Merger Sub with respect to any information supplied by Rentrak or any of its Affiliates for inclusion or incorporation by reference in any Other Required comScore Filing. The information supplied by Rentrak, Merger Sub and their respective Affiliates for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or any Other Required comScore Filing will not, at the time that the Joint Proxy Statement/Prospectus or such Other Required comScore Filing is filed with the SEC, knowingly contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (f) comScore shall use reasonable best efforts to take all actions required under any applicable federal or state securities Legal Requirements or Blue Sky Laws in connection with the issuance of shares of Synacor comScore Common Stock in the Merger.