Common use of No Solicitation or Facilitation of Acquisition Proposals Clause in Contracts

No Solicitation or Facilitation of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, neither Qumu nor Synacor shall, nor shall either of them authorize or permit any of their respective Representatives to, directly or indirectly: (a) solicit, initiate or induce the making, submission or announcement of, or knowingly encourage or facilitate, an Acquisition Proposal relating to Qumu or Synacor, respectively; (b) furnish to any Person (other than the other party hereto or any designees of such other party) any non-public information relating to Qumu or Synacor, respectively, or any of their respective Subsidiaries, or afford access to their business, properties, assets, books or records, or the business, properties, assets, books or records of any of their respective Subsidiaries, to any Person (other than to the other party hereto or any designees of such other party), in either case in a manner intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal relating to Qumu or Synacor, respectively, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction relating to Qumu or Synacor, respectively, it being agreed that the furnishing to any Person of non-public information unrelated to an Acquisition Proposal in the ordinary course of business shall not be a violation of this Section 6.2(b); (c) other than directing a Person or “group” (as defined under Section 13(d) of the Exchange Act) of Persons that has made an Acquisition Proposal to a copy of this Agreement filed by Synacor or Qumu with the SEC, participate or engage in discussions or negotiations with any Person (other than the other party hereto and its Representatives) with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu or Synacor, respectively; (d) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction relating to Qumu or Synacor, respectively; (e) enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to, any Acquisition Proposal or an Acquisition Transaction, relating to Qumu or Synacor, respectively; (f) terminate, amend or waive any rights under any “standstill” or other similar provision in any Contract between it or any of its Subsidiaries and any Person (other than the other party hereto) (other than to the extent Qumu Board or Synacor Board, as applicable, determines in good faith after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under, with respect to Qumu, Minnesota Law and, with respect to Synacor, Delaware Law, solely to the extent necessary to permit the applicable Person to make, on a confidential basis to the Qumu Board or Synacor Board, as applicable, an Acquisition Proposal, conditioned upon such Person agreeing that Qumu or Synacor, as applicable, shall not be prohibited from providing any information to Synacor or Qumu, as applicable, including regarding such Acquisition Proposal, in accordance with Section 6.5); (g) waive the applicability of any of Sections 302A.671, 302A.673 or 301A.675 of the MBCA or Section 203 of the DGCL, or any portion thereof, to any Person (other than the other party hereto or in connection with the Qumu Support Agreements or the Synacor Support Agreements); or (h) propose publicly or agree to any of the foregoing with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu or Synacor, respectively.

No Solicitation or Facilitation of Acquisition Proposals. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, neither Qumu the Company, on the one hand, nor Synacor shallParent, on the other hand, shall (nor shall either of them authorize or permit any of their respective Representatives to), directly or indirectly: (ai) solicit, initiate initiate, induce, knowingly encourage or induce knowingly facilitate the making, submission or announcement of, any inquiry, proposal, offer, indication of interest or knowingly encourage transaction that constitutes or facilitatecould reasonably be expected to lead to, an Acquisition Proposal or Acquisition Transaction relating to Qumu the Company or SynacorParent, respectively; (bii) furnish to any Person (other than the other party hereto or or, in connection herewith, any designees of such other party) any non-public information relating to Qumu the Company or SynacorParent, respectively, or any of their respective Subsidiaries, or afford access to their respective business, properties, assets, books or records, or the business, properties, assets, books or records of any of their respective Subsidiaries, to any Person (other than to the other party hereto or or, in connection herewith, any designees of such other party), in either case in a manner intended to assist or facilitate any inquiries inquiry, proposal, offer, indication of interest or the making of any proposal transaction that constitutes or would could reasonably be expected to lead to to, an Acquisition Proposal or Acquisition Transaction relating to Qumu the Company or SynacorParent, respectively, or take any other action intended to assist or facilitate any inquiries or the making of any proposal inquiry, proposal, offer, indication of interest or transaction that constitutes or would could reasonably be expected to lead to to, an Acquisition Proposal or Acquisition Transaction relating to Qumu the Company or SynacorParent, respectively, it being agreed that the furnishing to any Person of non-public information unrelated to an Acquisition Proposal in the ordinary course of business shall not be a violation of this Section 6.2(b); (ciii) other than directing a Person or “group” (as defined under Section 13(d) of the Exchange Act) of Persons that has made an Acquisition Proposal to a copy of this Agreement filed by Synacor or Qumu with the SEC, participate or engage in discussions or negotiations with any Person (other than the other party hereto and and, in connection therewith, its Representativesdesignees) with respect to any inquiry, proposal, offer, indication of interest or transaction that constitutes or could reasonably be expected to lead to, an Acquisition Proposal or Acquisition Transaction relating to Qumu the Company or SynacorParent, respectively, other than to contact such Person to request that such Person clarify the terms and conditions of any Acquisition Proposal (solely to the extent that such an Acquisition Proposal would reasonably require such clarification with respect to one or more ambiguous terms contained therein); (div) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction relating to Qumu the Company or SynacorParent, respectively; (ev) enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to, any to an Acquisition Proposal or an Acquisition Transaction, Transaction relating to Qumu the Company or SynacorParent, respectivelyrespectively (other than any confidentiality agreement entered into in accordance with Section 6.3); (fvi) except where failure to do so would be inconsistent with the fiduciary duties of the board of directors of the Company or Parent, as applicable, under Delaware Law, terminate, amend or waive waive, or fail to enforce, any rights under any “standstill” or other similar provision in any Contract between it or any of its Subsidiaries and any Person (other than the other party hereto) (other than to the extent Qumu Board or Synacor Board, as applicable, determines in good faith after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under, with respect to Qumu, Minnesota Law and, with respect to Synacor, Delaware Law, solely to the extent necessary to permit the applicable Person to make, on a confidential basis to the Qumu Board or Synacor Board, as applicable, an Acquisition Proposal, conditioned upon such Person agreeing that Qumu or Synacor, as applicable, shall not be prohibited from providing any information to Synacor or Qumu, as applicable, including regarding such Acquisition Proposal, in accordance with Section 6.5); (gvii) waive the applicability of any of Sections 302A.671, 302A.673 or 301A.675 of the MBCA or Section 203 of the DGCL, or any portion thereof, to any Person (other than the other party hereto or in connection with the Qumu Support Agreements or the Synacor Support Agreementshereto); or (hviii) propose publicly or agree to any of the foregoing with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu the Company or SynacorParent, respectively. (b) In addition to the obligations set forth in Section 6.2(a), each of the Company and Parent shall promptly, and in all cases within twenty four (24) hours of receipt by it or any of its Representatives, as the case may be, advise the other party hereto orally and in writing of (i) any Acquisition Proposal it receives (either directly or through any of its Representatives), (ii) any request for information it receives (either directly or through any of its Representatives) that could reasonably be expected to lead to an Acquisition Proposal or an Acquisition Transaction with respect to such Party, or (iii) any inquiry it receives with respect to, or which could reasonably be expected to lead to, any Acquisition Proposal or Acquisition Transaction, a summary of the material terms and conditions of such Acquisition Proposal, Acquisition Transaction, request or inquiry (including copies of all written materials comprising or relating thereto), and the identity of the Person or group making any such Acquisition Proposal, request or inquiry. (c) Without limiting the generality of the foregoing, each of the Company and Parent acknowledge and hereby agree that any action taken by a Representative of such party that would have constituted a breach or violation of the restrictions set forth in Section 6.1, or Section 6.2 if it had been taken by such party shall be deemed to be a breach of Section 6.1 or Section 6.2, by such party.

No Solicitation or Facilitation of Acquisition Proposals. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 10.1 and the Effective Time, neither Qumu nor Synacor shall, the Company shall not (nor shall either of them it authorize or permit any of their respective its Representatives to), directly or indirectly: (ai) solicit, initiate initiate, induce, knowingly encourage or induce knowingly facilitate the making, submission or announcement of, any inquiry, proposal, offer, indication of interest or knowingly encourage transaction that constitutes or facilitatewould reasonably be expected to lead to, an Acquisition Proposal relating to Qumu or Synacor, respectivelyAcquisition Transaction; (bii) furnish to any Person (other than the other party hereto Parent, Merger Sub or any designees of such other partytheir respective designees) any non-public information relating to Qumu or Synacor, respectively, the Company or any of their respective its Subsidiaries, or afford access to their its business, properties, assets, books or records, or the business, properties, assets, books or records of any of their respective its Subsidiaries, to any Person (other than to the other party hereto Parent, Merger Sub or any designees of such other partytheir respective designees), in either case in a manner intended to assist or facilitate any inquiries inquiry, proposal, offer, indication of interest or the making of any proposal transaction that constitutes or would reasonably be expected to lead to to, an Acquisition Proposal relating to Qumu or Synacor, respectivelyAcquisition Transaction, or take any other action intended to assist or facilitate any inquiries or the making of any proposal inquiry, proposal, offer, indication of interest or transaction that constitutes or would reasonably be expected to lead to to, an Acquisition Proposal or Acquisition Transaction relating to Qumu or Synacor, respectively, it being agreed that the furnishing to any Person of non-public information unrelated to an Acquisition Proposal in the ordinary course of business shall not be a violation of this Section 6.2(b)Transaction; (ciii) other than directing a Person or “group” (as defined under Section 13(d) of the Exchange Act) of Persons that has made an Acquisition Proposal to a copy of this Agreement filed by Synacor or Qumu with the SEC, participate or engage in discussions or negotiations with any Person (other than the other party hereto and its RepresentativesParent, Merger Sub or their respective designees) with respect to any inquiry, proposal, offer, indication of interest or transaction that constitutes or would reasonably be expected to lead to, an Acquisition Proposal or Acquisition Transaction relating other than to Qumu contact such Person to request that such Person clarify the terms and conditions of any Acquisition Proposal (solely to the extent that such an Acquisition Proposal would reasonably require such clarification with respect to one or Synacor, respectivelymore ambiguous terms contained therein); (div) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction relating to Qumu or Synacor, respectivelyTransaction; (ev) enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to, any to an Acquisition Proposal or an Acquisition Transaction, relating to Qumu or Synacor, respectivelyTransaction (other than any confidentiality agreement entered into in accordance with Section 7.3); (fvi) except where failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board, under Delaware Law, terminate, amend or waive waive, or fail to enforce, any rights under any “standstill” or other similar provision in any Contract between it or any of its Subsidiaries and any Person (other than the other party Parent or Merger Sub hereto) (other than to the extent Qumu Board or Synacor Board, as applicable, determines in good faith after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under, with respect to Qumu, Minnesota Law and, with respect to Synacor, Delaware Law, solely to the extent necessary to permit the applicable Person to make, on a confidential basis to the Qumu Board or Synacor Board, as applicable, an Acquisition Proposal, conditioned upon such Person agreeing that Qumu or Synacor, as applicable, shall not be prohibited from providing any information to Synacor or Qumu, as applicable, including regarding such Acquisition Proposal, in accordance with Section 6.5); (gvii) waive the applicability of any of Sections 302A.671, 302A.673 or 301A.675 of the MBCA or Section 203 of the DGCL, or any portion thereof, to any Person (other than the other party hereto Parent or in connection with the Qumu Support Agreements or the Synacor Support AgreementsMerger Sub); or (hviii) propose publicly or agree to any of the foregoing with respect to an Acquisition Proposal. (b) In addition to the obligations set forth in Section 7.2(a), the Company shall promptly, and in all cases within forty-eight (48) hours of receipt by it or any of its directors, officers (i.e. Vice President and above), financial advisors or outside counsel, or, within forty-eight (48) hours of the Company’s knowledge of receipt by any of its Representatives (other than its directors, officers (i.e. Vice President and above), financial advisors or outside counsel), as the case may be, advise Parent orally and in writing of (i) any Acquisition Proposal it receives (either directly or through any of its Representatives), (ii) any request for information it receives (either directly or through any of its Representatives) that would reasonably be expected to lead to an Acquisition Proposal or an Acquisition Transaction, or (iii) any inquiry it receives with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal or Acquisition Transaction Transaction, a summary of the material terms and conditions of such Acquisition Proposal, Acquisition Transaction, request or inquiry (including copies of all written materials comprising or relating thereto), and the identity of the Person or group making any such Acquisition Proposal, request or inquiry. (c) Without limiting the generality of the foregoing, the Company acknowledges and hereby agrees that any action taken by its Representative that would have constituted a breach or violation of the restrictions set forth in Section 7.1, or Section 7.2 if it had been taken by such party shall be deemed to Qumu be a breach of Section 7.1 or Synacor, respectivelySection 7.2.

No Solicitation or Facilitation of Acquisition Proposals. At Subject to Section 6.3, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, neither Qumu Rentrak nor Synacor comScore shall, nor shall either of them authorize or permit any of their respective Representatives to, directly or indirectly: (a) solicit, initiate or induce knowingly encourage or facilitate, the making, submission or announcement of, or knowingly encourage or facilitate, of an Acquisition Proposal or Acquisition Transaction relating to Qumu Rentrak or SynacorcomScore, respectively; (b) furnish to any Person (other than the other party hereto or any designees of such other party) any non-public information relating to Qumu Rentrak or SynacorcomScore, respectively, or any of their respective Subsidiaries, or afford access to their business, properties, assets, books or records, or the business, properties, assets, books or records of any of their respective Subsidiaries, to any Person (other than to the other party hereto or any designees of such other party), in either case in a manner intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal relating to Qumu Rentrak or SynacorcomScore, respectively, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction relating to Qumu Rentrak or SynacorcomScore, respectively, it being agreed that the furnishing to any Person of non-public information unrelated to an Acquisition Proposal in the ordinary course of business shall not be a violation of this Section 6.2(b); (c) other than directing a Person or “group” (as defined under Section 13(d) of the Exchange Act) of Persons that has made an Acquisition Proposal to a copy of this Agreement filed by Synacor or Qumu with the SEC, participate or engage in discussions or negotiations with any Person (other than the other party hereto and its Representatives) with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu Rentrak or SynacorcomScore, respectively; (d) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction relating to Qumu Rentrak or SynacorcomScore, respectively; (e) enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to, any Acquisition Proposal or an Acquisition Transaction, Transaction relating to Qumu Rentrak or SynacorcomScore, respectively; (f) terminate, amend or waive any rights under any confidentiality, non-disclosure, “standstill” or other similar provision in any Contract between it or any of its Subsidiaries and any Person (other than the other party hereto) (other than to the extent Qumu Board or Synacor Board, as applicable, determines in good faith after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under, with respect to Qumu, Minnesota Law and, with respect to Synacor, Delaware Law, solely to the extent necessary to permit the applicable Person to make, on a confidential basis to the Qumu Board or Synacor Board, as applicable, an Acquisition Proposal, conditioned upon such Person agreeing that Qumu or Synacor, as applicable, shall not be prohibited from providing any information to Synacor or Qumu, as applicable, including regarding such Acquisition Proposal, in accordance with Section 6.5); (g) waive the applicability of any of Sections 302A.671, 302A.673 or 301A.675 of the MBCA or Section 203 of the DGCLDGCL or Sections 825-845 of the OBCA, as applicable, or any portion thereof, to any Person (other than the other party hereto or in connection with the Qumu Rentrak Support Agreements or the Synacor comScore Support Agreements); or (h) propose publicly or agree to any of the foregoing with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu Rentrak or SynacorcomScore, respectively.

No Solicitation or Facilitation of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, neither Qumu Hortonworks nor Synacor Cloudera shall, nor shall either of them authorize or permit any of their respective Representatives to, directly or indirectly: (a) solicit, initiate or induce the making, submission or announcement of, or knowingly encourage or facilitate, an Acquisition Proposal relating to Qumu Hortonworks or SynacorCloudera, respectively; (b) furnish to any Person (other than the other party hereto or any designees of such other party) any non-public information relating to Qumu Hortonworks or SynacorCloudera, respectively, or any of their respective Subsidiaries, or afford access to their business, properties, assets, books or records, or the business, properties, assets, books or records of any of their respective Subsidiaries, to any Person (other than to the other party hereto or any designees of such other party), in either case in a manner intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal relating to Qumu Hortonworks or SynacorCloudera, respectively, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction relating to Qumu Hortonworks or SynacorCloudera, respectively, it being agreed that the furnishing to any Person of non-public information unrelated to an Acquisition Proposal in the ordinary course of business shall not be a violation of this Section 6.2(b); (c) other than directing a Person or “group” (as defined under Section 13(d) of the Exchange Act) of Persons that has made an Acquisition Proposal to a copy of this Agreement filed by Synacor or Qumu with the SEC, participate or engage in discussions or negotiations with any Person (other than the other party hereto and its Representatives) with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu Hortonworks or SynacorCloudera, respectively; (d) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction relating to Qumu Hortonworks or SynacorCloudera, respectively; (e) enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to, any Acquisition Proposal or an Acquisition Transaction, relating to Qumu Hortonworks or SynacorCloudera, respectively; (f) terminate, amend or waive any rights under any “standstill” or other similar provision in any Contract between it or any of its Subsidiaries and any Person (other than the other party hereto) (other than to the extent Qumu Hortonworks Board or Synacor Cloudera Board, as applicable, determines in good faith after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under, with respect to Qumu, Minnesota Law and, with respect to Synacor, under Delaware Law, solely to the extent necessary to permit the applicable Person to make, on a confidential basis to the Qumu Board or Synacor Board, as applicable, an Acquisition Proposal, conditioned upon such Person agreeing that Qumu or Synacor, as applicable, shall not be prohibited from providing any information to Synacor or Qumu, as applicable, including regarding such Acquisition Proposal, in accordance with Section 6.5); (g) waive the applicability of any of Sections 302A.671, 302A.673 or 301A.675 of the MBCA or Section 203 of the DGCL, or any portion thereof, to any Person (other than the other party hereto or in connection with the Qumu Hortonworks Support Agreements or the Synacor Cloudera Support Agreements); or (h) propose publicly or agree to any of the foregoing with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu Hortonworks or SynacorCloudera, respectively.. Table of Contents

No Solicitation or Facilitation of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, neither Qumu fuboTV nor Synacor FaceBank shall, nor shall either of them authorize or permit any of their respective Representatives to, directly or indirectly: (a) solicit, initiate or induce knowingly encourage or facilitate, the making, submission or announcement of, or knowingly encourage or facilitate, of an Acquisition Proposal or Acquisition Transaction relating to Qumu fuboTV or SynacorFaceBank, respectively; (b) furnish to any Person (other than the other party hereto or any designees of such other party) any non-public information relating to Qumu fuboTV or SynacorFaceBank, respectively, or any of their respective Subsidiaries, or afford access to their business, properties, assets, books or records, or the business, properties, assets, books or records of any of their respective Subsidiaries, to any Person (other than to the other party hereto or any designees of such other party), in either case in a manner intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal relating to Qumu fuboTV or SynacorFaceBank, respectively, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction relating to Qumu fuboTV or SynacorFaceBank, respectively, it being agreed that the furnishing to any Person of non-public information unrelated to an Acquisition Proposal in the ordinary course of business shall not be a violation of this Section 6.2(b); (c) other than directing a Person or “group” (as defined under Section 13(d) of the Exchange Act) of Persons that has made an Acquisition Proposal to a copy of this Agreement filed by Synacor or Qumu with the SEC, participate or engage in discussions or negotiations with any Person (other than the other party hereto and its Representatives) with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu fuboTV or SynacorFaceBank, respectively; (d) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction relating to Qumu fuboTV or SynacorFaceBank, respectively; (e) enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to, any Acquisition Proposal or an Acquisition Transaction, Transaction relating to Qumu fuboTV or SynacorFaceBank, respectively; (f) terminate, amend or waive any rights under any confidentiality, non-disclosure, “standstill” or other similar provision in any Contract between it or any of its Subsidiaries and any Person (other than the other party hereto) (other than to the extent Qumu Board or Synacor Board, as applicable, determines in good faith after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under, with respect to Qumu, Minnesota Law and, with respect to Synacor, Delaware Law, solely to the extent necessary to permit the applicable Person to make, on a confidential basis to the Qumu Board or Synacor Board, as applicable, an Acquisition Proposal, conditioned upon such Person agreeing that Qumu or Synacor, as applicable, shall not be prohibited from providing any information to Synacor or Qumu, as applicable, including regarding such Acquisition Proposal, in accordance with Section 6.5); (g) waive the applicability of any of Sections 302A.671, 302A.673 or 301A.675 of the MBCA or Section 203 of the DGCL, DGCL or any portion thereof, to any Person (other than the other party hereto or in connection with the Qumu Support Agreements or the Synacor Support Agreementstransactions contemplated hereby); or (h) propose publicly or agree to any of the foregoing with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu fuboTV or SynacorFaceBank, respectively.

No Solicitation or Facilitation of Acquisition Proposals. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, neither Qumu Hortonworks nor Synacor Cloudera shall, nor shall either of them authorize or permit any of their respective Representatives to, directly or indirectly: (a) solicit, initiate or induce the making, submission or announcement of, or knowingly encourage or facilitate, an Acquisition Proposal relating to Qumu Hortonworks or SynacorCloudera, respectively; (b) furnish to any Person (other than the other party hereto or any designees of such other party) any non-public information relating to Qumu Hortonworks or SynacorCloudera, respectively, or any of their respective Subsidiaries, or afford access to their business, properties, assets, books or records, or the business, properties, assets, books or records of any of their respective Subsidiaries, to any Person (other than to the other party hereto or any designees of such other party), in either case in a manner intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal relating to Qumu Hortonworks or SynacorCloudera, respectively, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction relating to Qumu Hortonworks or SynacorCloudera, respectively, it being agreed that the furnishing to any Person of non-public information unrelated to an Acquisition Proposal in the ordinary course of business shall not be a violation of this Section 6.2(b); (c) other than directing a Person or “group” (as defined under Section 13(d) of the Exchange Act) of Persons that has made an Acquisition Proposal to a copy of this Agreement filed by Synacor or Qumu with the SEC, participate or engage in discussions or negotiations with any Person (other than the other party hereto and its Representatives) with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu Hortonworks or SynacorCloudera, respectively; (d) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction relating to Qumu Hortonworks or SynacorCloudera, respectively; (e) enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to, any Acquisition Proposal or an Acquisition Transaction, relating to Qumu Hortonworks or SynacorCloudera, respectively; (f) terminate, amend or waive any rights under any “standstill” or other similar provision in any Contract between it or any of its Subsidiaries and any Person (other than the other party hereto) (other than to the extent Qumu Hortonworks Board or Synacor Cloudera Board, as applicable, determines in good faith after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under, with respect to Qumu, Minnesota Law and, with respect to Synacor, under Delaware Law, solely to the extent necessary to permit the applicable Person to make, on a confidential basis to the Qumu Board or Synacor Board, as applicable, an Acquisition Proposal, conditioned upon such Person agreeing that Qumu or Synacor, as applicable, shall not be prohibited from providing any information to Synacor or Qumu, as applicable, including regarding such Acquisition Proposal, in accordance with Section 6.5); (g) waive the applicability of any of Sections 302A.671, 302A.673 or 301A.675 of the MBCA or Section 203 of the DGCL, or any portion thereof, to any Person (other than the other party hereto or in connection with the Qumu Hortonworks Support Agreements or the Synacor Cloudera Support Agreements); or (h) propose publicly or agree to any of the foregoing with respect to an Acquisition Proposal or Acquisition Transaction relating to Qumu Hortonworks or SynacorCloudera, respectively.