Item 7.01. Regulation FD Disclosure.
As previously disclosed, on
Also on
On
The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of federal and state securities laws, including, without limitation, the
Company's expectations, plans and opinions regarding the Transactions; the
Company's commercial agreements; future data rights; development of an industry
standard or currency; retirement of debt; improvements in liquidity and
financial flexibility; shareholder approval; revenue, margin and adjusted
earnings before interest, taxes, depreciation and amortization ("EBITDA")
performance; and post-transaction Board composition. These statements involve
risks and uncertainties that could cause actual events to differ materially from
expectations, including, but not limited to, changes in the investment or
commercial agreement terms, failure to receive any required government
authorizations, failure to obtain the requisite shareholder approvals, failure
to obtain required customer, vendor or debtholder consents, delays in closing
the Transactions, changes in the Company's business, external market conditions,
the impact of the Covid-19 pandemic and related government mandates, and the
Company's ability to achieve its expected strategic, financial and operational
plans. For additional discussion of risk factors, please refer to the Company's
respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and
other filings that the Company makes from time to time with the
Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. The Company does not intend or undertake, and expressly disclaims, any duty or obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this report, or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find it
The Company intends to file a proxy statement (the "Proxy Statement") with the
The Proxy Statement, any amendments or supplements thereto and other relevant
materials, and any other documents filed by the Company with the
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Participants in the Solicitation
The Company and its executive officers and directors and certain other members
of management and employees may, under the rules of the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1comScore , Inc. communications, datedJanuary 7, 2021 99.2 Transcript of conference call held bycomScore , Inc. onJanuary 8, 2021 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 3
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