Registration Statements for Assumed Options and Other Awards. At the Effective Time, and provided there are any Assumed Options, Assumed Restricted Stock Awards or Assumed Stock Units at the Effective Time per operation of Section 1.4(d), Synacor shall assume all the obligations of Qumu under the Qumu Stock Plan, each outstanding Assumed Option, Assumed Restricted Stock Award, and Assumed Stock Unit, and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Synacor shall deliver to the holders of Assumed Options, Assumed Restricted Stock Awards, and Assumed Stock Units appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Assumed Options, Assumed Restricted Stock Awards, and Assumed Stock Units shall otherwise continue in effect. As soon as practicable following the Effective Time, but in no event later than five (5) business days following the Effective Time, Synacor shall file a registration statement under the Securities Act on Form S-8 or another appropriate form (and use its reasonable best efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) relating to shares of Synacor Common Stock issuable with respect to the Assumed Options, Assumed Restricted Stock Awards, and Assumed Stock Units, and shall use its reasonable best efforts to cause such registration statement to remain in effect for so long as such Assumed Options, Assumed Restricted Stock Awards, and Assumed Stock Units remain outstanding.
Appears in 4 contracts
Samples: Loan and Security Agreement (Synacor, Inc.), Merger Agreement (Synacor, Inc.), Merger Agreement (Qumu Corp)
