Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. (a) The execution and delivery by Qumu of this Agreement do not, and the performance by Qumu of its covenants and agreements under this Agreement and the consummation by Qumu of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval conflict with or violate the Qumu Articles of Incorporation or the Qumu Bylaws or any Qumu Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Legal Requirements applicable to Qumu or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Qumu’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu or any of its Subsidiaries pursuant to, any Qumu Material Contract, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to be, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a whole. (b) The execution and delivery by Qumu of this Agreement do not, and the performance by Qumu of its covenants and agreements under this Agreement and the consummation by Qumu of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Laws, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles of Merger or other documents as required by the MBCA and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a whole.

Required Filings and Consents. (a) The execution and delivery by Qumu Synacor of this Agreement do not, and the performance by Qumu Synacor of its covenants and agreements under this Agreement and the consummation by Qumu Synacor of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Synacor Shareholder Approval Approval, conflict with or violate the Qumu Articles Synacor Certificate of Incorporation or the Qumu Synacor Bylaws or any Qumu Synacor Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.3(b) conflict with or violate any Legal Requirements applicable to Qumu Synacor or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuSynacor’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Synacor or any of its Subsidiaries pursuant to, any Qumu Synacor Material Contract, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Synacor or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to be, individually or in the aggregate, material to Qumu Synacor and its Subsidiaries, taken as a whole. (b) The execution and delivery by Qumu Synacor of this Agreement do not, and the performance by Qumu Synacor of its covenants and agreements under this Agreement and the consummation by Qumu Synacor of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Laws, (ii) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles of Merger or other documents as required by the MBCA and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to Qumu Synacor and its Subsidiaries, taken as a whole.

Required Filings and Consents. (a) The execution and delivery by Qumu Rentrak of this Agreement do not, and the performance by Qumu Rentrak of its covenants and agreements under this Agreement and the consummation by Qumu Rentrak of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Rentrak Shareholder Approval conflict with or violate the Qumu Rentrak Articles of Incorporation or the Qumu Rentrak Bylaws or any Qumu Rentrak Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Legal Requirements applicable to Qumu Rentrak or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuRentrak’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Rentrak or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Rentrak or any of its Subsidiaries is a party or by which Rentrak or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Rentrak or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeRentrak Material Adverse Effect. (ba) The execution and delivery by Qumu Rentrak of this Agreement do not, and the performance by Qumu Rentrak of its covenants and agreements under this Agreement and the consummation by Qumu Rentrak of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) as may be required under any foreign antitrust or competition Legal Requirement, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiiv) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (ivv) the filing of the Articles of Merger or other documents as required by the MBCA OBCA and (vvi) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeRentrak Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu comScore of this Agreement do not, and the performance by Qumu comScore of its covenants and agreements under this Agreement and the consummation by Qumu comScore of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval comScore Stockholder Approval, conflict with or violate the Qumu Articles comScore Certificate of Incorporation or the Qumu comScore Bylaws or any Qumu comScore Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.3(b) conflict with or violate any Legal Requirements applicable to Qumu comScore or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumucomScore’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu comScore or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which comScore or any of its Subsidiaries is a party or by which comScore or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu comScore or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholecomScore Material Adverse Effect. (b) The execution and delivery by Qumu comScore of this Agreement do not, and the performance by Qumu comScore of its covenants and agreements under this Agreement and the consummation by Qumu comScore of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) as may be required under any foreign antitrust or competition Legal Requirement, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiiv) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (ivv) the filing of the Articles of Merger or other documents as required by the MBCA DGCL and (vvi) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholecomScore Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu the Company of this Agreement do does not, and the performance by Qumu the Company of its covenants and agreements under this Agreement and the consummation by Qumu the Company of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Company Stockholder Approval conflict with or violate the Qumu Articles Company Certificate of Incorporation or the Qumu Company Bylaws or any Qumu Company Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) ), conflict with or violate any Legal Requirements Law applicable to Qumu the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Qumuthe Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, impairment, restriction, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu the Company or any of its Subsidiaries pursuant to, or the material expansion of any Qumu Material Contractright (including release of source code) under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to be, individually or in the aggregate, material to Qumu the Company and its Subsidiaries, taken as a whole. (b) The execution and delivery by Qumu the Company of this Agreement do does not, and the performance by Qumu the Company of its covenants and agreements under this Agreement and the consummation by Qumu the Company of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) as may be required under any foreign antitrust or competition Law, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiiv) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (ivv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (vvi) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to Qumu the Company and its Subsidiaries, taken as a whole.

Required Filings and Consents. (a) The execution and delivery by Qumu Parent of this Agreement do does not, and the performance by Qumu Parent of its covenants and agreements under this Agreement and the consummation by Qumu Parent of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval conflict with or violate the Qumu Articles Parent Certificate of Incorporation or the Qumu Parent Bylaws or any Qumu Subsidiary Documentssimilar organizational documents of Parent’s Subsidiaries, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b5.3(b) conflict with or violate any Legal Requirements Law applicable to Qumu Parent or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuParent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Parent or any of its Subsidiaries pursuant to, any Qumu Material Contract“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC as determined as of the date of this Agreement, or (ivother than those agreements and arrangements described in Item 601(b)(10)(iii)) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu or any of Parent and its Subsidiaries or any of their respective assets or propertiesSubsidiaries, except in the case of the preceding clauses (ii) through and (iviii), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeParent Material Adverse Effect. (b) The execution and delivery by Qumu Parent of this Agreement do does not, and the performance by Qumu Parent of its covenants and agreements under this Agreement and the consummation by Qumu Parent of the transactions contemplated by this Agreement (including the Offer and the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iviii) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (viv) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeParent Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Parent of this Agreement do does not, and the performance by Qumu Parent of its covenants and agreements under this Agreement and the consummation by Qumu Parent of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval Parent Stockholder Approval, conflict with or violate the Qumu Articles Parent Certificate of Incorporation or the Qumu Parent Bylaws or any Qumu Parent Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.3(b) conflict with or violate any Legal Requirements Law applicable to Qumu Parent or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuParent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Parent or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Parent or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeParent Material Adverse Effect. (b) The execution and delivery by Qumu Parent of this Agreement do does not, and the performance by Qumu Parent of its covenants and agreements under this Agreement and the consummation by Qumu Parent of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) as may be required under any foreign antitrust or competition Law, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiiv) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (ivv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (vvi) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeParent Material Adverse Effect.

Required Filings and Consents. (a) The Except as set forth on Section 3.5(a) of the CoolTouch Disclosure Schedule, the execution and delivery by Qumu the Company of this Agreement do not, and the performance by Qumu the Company of its covenants and agreements under this Agreement and the consummation by Qumu the Company of the transactions contemplated by this Agreement hereby will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval conflict with or violate the Qumu CoolTouch Articles of Incorporation or the Qumu Bylaws or any Qumu Subsidiary DocumentsBylaws, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Legal Requirements applicable to Qumu or any of its Subsidiaries Company or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuCompany’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of Qumu or any of its Subsidiaries Company pursuant to, any Qumu Material Contract, or (iv) give rise to or result in any person Person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock shares of Qumu CoolTouch Common Stock or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to be, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a whole. (b) The execution and delivery by Qumu the Company of this Agreement do not, and the performance by Qumu the Company of its covenants and agreements under this Agreement and the consummation by Qumu the Company of the transactions contemplated by this Agreement hereby (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsunder any foreign antitrust or competition Legal Requirement, and (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeCGCL.

Required Filings and Consents. (a) The execution and delivery by Qumu Cloudera of this Agreement do not, and the performance by Qumu Cloudera of its covenants and agreements under this Agreement and the consummation by Qumu Cloudera of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval Cloudera Stockholder Approval, conflict with or violate the Qumu Articles Cloudera Certificate of Incorporation or the Qumu Cloudera Bylaws or any Qumu Cloudera Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.3(b) conflict with or violate any Legal Requirements applicable to Qumu Cloudera or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuCloudera’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Cloudera or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Cloudera or any of its Subsidiaries is a party or by which Cloudera or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Cloudera or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeCloudera Material Adverse Effect. (b) The execution and delivery by Qumu Cloudera of this Agreement do not, and the performance by Qumu Cloudera of its covenants and agreements under this Agreement and the consummation by Qumu Cloudera of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeCloudera Material Adverse Effect.

Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Buyer Disclosure Schedule, the execution and delivery by Qumu Buyer of this Agreement do not, and the performance by Qumu Buyer of its covenants and agreements under this Agreement and the consummation by Qumu Buyer of the transactions contemplated by this Agreement Transactions will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval Required Buyer Vote, conflict with or violate the Qumu Articles of Incorporation or the Qumu Bylaws or any Qumu Subsidiary Buyer Constituent Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.5(a) of the Buyer Disclosure Schedule, conflict with or violate any Legal Requirements applicable to Qumu Buyer or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuBuyer’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Buyer or any of its Subsidiaries pursuant to, any Qumu Material note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or any of its Subsidiaries is a party or by which Buyer or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person Person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Buyer or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through and (iviii), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeBuyer Material Adverse Effect. (b) The execution and delivery by Qumu Buyer of this Agreement do not, and the performance by Qumu Buyer of its covenants and agreements under this Agreement and the consummation by Qumu Buyer of the transactions contemplated by this Agreement (including the Merger) Transactions will not, require any consent, approval, order, license, authorization, registration, declaration or permit Consent of, or filing with or notification to, any Person or Governmental AuthorityBody, except (i) as set forth in Section 4.5(b) of the Buyer Disclosure Schedule, (ii) as may be required by applicable Antitrust Lawsthe HSR Act, or (iiiii) the filing of the Joint Buyer Proxy Statement/Prospectus Statement with the SEC in accordance with Regulation 14A of the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles of Merger or other documents as required by the MBCA and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a whole.

Required Filings and Consents. (a) The execution and delivery by Qumu Reliant of this Agreement and any Ancillary Agreements to which Reliant is a party do not, and the performance by Qumu Reliant of its covenants and agreements under this Agreement and any Ancillary Agreements to which Reliant is a party and the consummation by Qumu Reliant of the transactions contemplated by this Agreement hereby and thereby will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval approval of Reliant’s stockholders pursuant to its Charter Documents, conflict with or violate the Qumu Articles of Incorporation or the Qumu Bylaws Reliant Charter Documents or any Qumu Reliant Subsidiary Documents, (ii) assuming receipt of the approval of Reliant’s stockholders pursuant to its Charter Documents and applicable Legal Requirements and assuming receipt of the government approvals contemplated by Section 3.3(b3.6(b) conflict with or violate any Legal Requirements applicable to Qumu Reliant or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuReliant’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Reliant or any of its Subsidiaries pursuant to, any Qumu Reliant Material Contract, or (iv) give rise to or result in any person Person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock shares of Qumu Reliant Capital Stock or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeReliant Material Adverse Effect. (b) The execution and delivery by Qumu Reliant of this Agreement and any Ancillary Agreement to which Reliant is a party do not, and the performance by Qumu Reliant of its covenants and agreements under this Agreement and the Ancillary Agreements to which Reliant is a party and the consummation by Qumu Reliant of the transactions contemplated by this Agreement hereby and thereby (including the First Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) approval of Reliant’s stockholders pursuant to its Charter Documents and applicable Legal Requirements, (ii) as may be required by applicable Antitrust Lawsunder any foreign antitrust or competition Legal Requirement, (iiiii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles First Certificate of Merger or other documents as required by the MBCA DGCL and (viv) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeReliant Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Hortonworks of this Agreement do not, and the performance by Qumu Hortonworks of its covenants and agreements under this Agreement and the consummation by Qumu Hortonworks of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Hortonworks Stockholder Approval conflict with or violate the Qumu Articles Hortonworks Certificate of Incorporation or the Qumu Hortonworks Bylaws or any Qumu Hortonworks Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Legal Requirements applicable to Qumu Hortonworks or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Qumu’s Hortonworks’ or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties Table of Contents or assets (including intangible assets) of Qumu Hortonworks or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Hortonworks or any of its Subsidiaries is a party or by which Hortonworks or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Hortonworks or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeHortonworks Material Adverse Effect. (b) The execution and delivery by Qumu Hortonworks of this Agreement do not, and the performance by Qumu Hortonworks of its covenants and agreements under this Agreement and the consummation by Qumu Hortonworks of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeHortonworks Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Agere of this Agreement do not, and the performance by Qumu Agere of its covenants and agreements under this Agreement and the consummation by Qumu Agere of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Agere Stockholder Approval conflict with or violate the Qumu Articles Agere Certificate of Incorporation or the Qumu Agere Bylaws or any Qumu Agere Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b3.6(b) conflict with or violate any Legal Requirements applicable to Qumu Agere or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuAgere’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Agere or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Agere or any of its Subsidiaries is a party or by which Agere or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Agere or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholean Agere Material Adverse Effect. (b) The execution and delivery by Qumu Agere of this Agreement do not, and the performance by Qumu Agere of its covenants and agreements under this Agreement and the consummation by Qumu Agere of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) as may be required under any foreign antitrust or competition Legal Requirement, including the EC Merger Regulation, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiiv) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States Xxxxx xx Xxxxxxxx Xxxxxx Xxxxxx federal and state securities laws, (ivv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (vvi) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholean Agere Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Agere of this Agreement do not, and the performance by Qumu Agere of its covenants and agreements under this Agreement and the consummation by Qumu Agere of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Agere Stockholder Approval conflict with or violate the Qumu Articles Agere Certificate of Incorporation or the Qumu Agere Bylaws or any Qumu Agere Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b3.6(b) conflict with or violate any Legal Requirements applicable to Qumu Agere or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuAgere’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Agere or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Agere or any of its Subsidiaries is a party or by which Agere or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Agere or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholean Agere Material Adverse Effect. (b) The execution and delivery by Qumu Agere of this Agreement do not, and the performance by Qumu Agere of its covenants and agreements under this Agreement and the consummation by Qumu Agere of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) as may be required under any foreign antitrust or competition Legal Requirement, including the EC Merger Regulation, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiiv) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (ivv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (vvi) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholean Agere Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Syneron and Merger Sub of this Agreement do not, and the performance by Qumu Syneron and Merger Sub of its their covenants and agreements under this Agreement and the consummation by Qumu Syneron and Merger Sub of the transactions contemplated by this Agreement hereby will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval conflict with or violate the Qumu Syneron Articles of Incorporation Association or the Qumu Bylaws or any Qumu Subsidiary Documentscertificate of incorporation of Merger Sub, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Legal Requirements applicable to Qumu Syneron or any of its Subsidiaries or by which its or any of their respective properties is bound or affectedMerger Sub, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Qumu’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give pursuant to any third party any rights of termination, amendment, payment, acceleration Contract binding upon Syneron or cancellation of, Merger Sub or result in the creation of to which either is a Lien on any of the properties or assets (including intangible assets) of Qumu or any of its Subsidiaries pursuant to, any Qumu Material Contract, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu or any of its Subsidiaries or any of their respective assets or propertiesparty, except in the case of the preceding clauses (ii) through (iviii), inclusive, as would which is not reasonably be expected to be, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholematerial. (b) The execution and delivery by Qumu Syneron and Merger Sub of this Agreement do not, and the performance by Qumu Syneron and Merger Sub of its their covenants and agreements under this Agreement Agreement, and the consummation by Qumu Syneron of the transactions contemplated by this Agreement hereby (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsunder any foreign antitrust or competition Legal Requirement, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (viii) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, a material to Qumu and its Subsidiariesadverse effect on the business, taken as a wholeoperations, financial condition or results of operations of Syneron.

Required Filings and Consents. (a) The execution and delivery by Qumu FaceBank of this Agreement do not, and the performance by Qumu FaceBank of its covenants and agreements under this Agreement and the consummation by Qumu FaceBank of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu FaceBank Shareholder Approval Approval, conflict with or violate the Qumu FaceBank Articles of Incorporation or the Qumu Bylaws FaceBank By-Laws or any Qumu FaceBank Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.3(b) conflict with or violate any Legal Requirements applicable to Qumu FaceBank or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuFaceBank’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu FaceBank or any of its Subsidiaries pursuant to, any Qumu FaceBank Material Contract, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu FaceBank or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeFaceBank Material Adverse Effect. (b) The execution and delivery by Qumu FaceBank of this Agreement do not, and the performance by Qumu FaceBank of its covenants and agreements under this Agreement and the consummation by Qumu FaceBank of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Exchange Act or the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeFaceBank Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Thermage of this Agreement and any Ancillary Agreement to which Thermage is a party do not, and the performance by Qumu Thermage of its covenants and agreements under this Agreement and the Ancillary Agreement to which Thermage is a party and the consummation by Qumu Thermage of the transactions contemplated by this Agreement hereby and thereby will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval Thermage Stockholder Approval, conflict with or violate the Qumu Articles of Incorporation or the Qumu Bylaws Thermage Charter Documents or any Qumu Thermage Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.6(b) conflict with or violate any Legal Requirements applicable to Qumu Thermage or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuThermage’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Thermage or any of its Subsidiaries pursuant to, any Qumu Thermage Material Contract, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any shares of capital stock of Qumu Thermage or any capital stock of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeThermage Material Adverse Effect. (b) The execution and delivery by Qumu Thermage of this Agreement and any Ancillary Agreement to which Thermage is a party do not, and the performance by Qumu Thermage of its covenants and agreements under this Agreement Agreement, the Ancillary Agreements to which Thermage is a party and the consummation by Qumu Thermage of the transactions contemplated by this Agreement hereby and thereby (including the First Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe Requisite Thermage Stockholder Approval, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Actany foreign antitrust or competition Legal Requirement, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities lawsthe filing of a Registration Statement with the SEC, (iv) the filing of the Articles First Certificate of Merger or other documents as required by the MBCA Delaware Law and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeThermage Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Cloudera of this Agreement do not, and the performance by Qumu Cloudera of its covenants and agreements under this Agreement and the consummation by Qumu Cloudera of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval Cloudera Stockholder Approval, conflict with or violate the Qumu Articles Cloudera Certificate of Incorporation or the Qumu Cloudera Bylaws or any Qumu Cloudera Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Table of Contents Section 3.3(b4.3(b) conflict with or violate any Legal Requirements applicable to Qumu Cloudera or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuCloudera’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Cloudera or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Cloudera or any of its Subsidiaries is a party or by which Cloudera or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Cloudera or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeCloudera Material Adverse Effect. (b) The execution and delivery by Qumu Cloudera of this Agreement do not, and the performance by Qumu Cloudera of its covenants and agreements under this Agreement and the consummation by Qumu Cloudera of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) the filing of the Registration Statement and the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeCloudera Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu LSI of this Agreement do not, and the performance by Qumu LSI of its covenants and agreements under this Agreement and the consummation by Qumu LSI of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval LSI Stockholder Approval, conflict with or violate the Qumu Articles LSI Certificate of Incorporation or the Qumu LSI Bylaws or any Qumu LSI Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.6(b) conflict with or violate any Legal Requirements applicable to Qumu LSI or any of its Subsidiaries or by which its or any of their Table of Contents respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuLSI’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu LSI or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which LSI or any of its Subsidiaries is a party or by which LSI or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu LSI or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholean LSI Material Adverse Effect. (b) The execution and delivery by Qumu LSI of this Agreement do not, and the performance by Qumu LSI of its covenants and agreements under this Agreement and the consummation by Qumu LSI of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) as may be required under any foreign antitrust or competition Legal Requirement, including the EC Merger Regulation, (iii) the filing of a Registration Statement with the SEC in accordance with the Securities Act, and the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiiv) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (ivv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (vvi) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholean LSI Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Hortonworks of this Agreement do not, and the performance by Qumu Hortonworks of its covenants and agreements under this Agreement and the consummation by Qumu Hortonworks of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Hortonworks Stockholder Approval conflict with or violate the Qumu Articles Hortonworks Certificate of Incorporation or the Qumu Hortonworks Bylaws or any Qumu Hortonworks Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Legal Requirements applicable to Qumu Hortonworks or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Qumu’s Hortonworks’ or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu Hortonworks or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Hortonworks or any of its Subsidiaries is a party or by which Hortonworks or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu Hortonworks or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeHortonworks Material Adverse Effect. (b) The execution and delivery by Qumu Hortonworks of this Agreement do not, and the performance by Qumu Hortonworks of its covenants and agreements under this Agreement and the consummation by Qumu Hortonworks of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholeHortonworks Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu LSI of this Agreement do not, and the performance by Qumu LSI of its covenants and agreements under this Agreement and the consummation by Qumu LSI of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval LSI Stockholder Approval, conflict with or violate the Qumu Articles LSI Certificate of Incorporation or the Qumu LSI Bylaws or any Qumu LSI Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b4.6(b) conflict with or violate any Legal Requirements applicable to Qumu LSI or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuLSI’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu LSI or any of its Subsidiaries pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which LSI or any of its Subsidiaries is a party or by which LSI or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu LSI or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholean LSI Material Adverse Effect. (b) The execution and delivery by Qumu LSI of this Agreement do not, and the performance by Qumu LSI of its covenants and agreements under this Agreement and the consummation by Qumu LSI of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) as may be required under any foreign antitrust or competition Legal Requirement, including the EC Merger Regulation, (iii) the filing of a Registration Statement with the SEC in accordance with the Securities Act, and the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iiiiv) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (ivv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (vvi) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholean LSI Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu fuboTV of this Agreement do not, and the performance by Qumu fuboTV of its covenants and agreements under this Agreement and the consummation by Qumu fuboTV of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Qumu fuboTV Shareholder Approval conflict with or violate the Qumu Articles fuboTV Certificate of Incorporation or the Qumu fuboTV Bylaws or any Qumu fuboTV Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Legal Requirements applicable to Qumu fuboTV or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumufuboTV’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu fuboTV or any of its Subsidiaries pursuant to, any Qumu fuboTV Material Contract, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu fuboTV or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through and (iviii), inclusive, as would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a whole.fuboTV Material Adverse Effect (b) The execution and delivery by Qumu fuboTV of this Agreement do not, and the performance by Qumu fuboTV of its covenants and agreements under this Agreement and the consummation by Qumu fuboTV of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) as may be required by applicable Antitrust Lawsthe HSR Act, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and as may be required under the Exchange Act or the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles Certificate of Merger or other documents as required by the MBCA DGCL and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to behave, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a wholefuboTV Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Qumu Seller of this Agreement do not, and the performance by Qumu Seller of its his covenants and agreements under this Agreement and the consummation by Qumu Seller of the transactions contemplated by this Agreement sale of the Transferred Shares do not and will not, (i) assuming receipt of the Requisite Qumu Shareholder Approval conflict with or violate the Qumu Articles constitutional documents of Incorporation or the Qumu Bylaws or any Qumu Subsidiary DocumentsAMP, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Legal Requirements legal requirements applicable to Qumu or any of its Subsidiaries Seller or by which its or any of their respective his properties is bound or affected, (iii) require notice to or the consent of any Person person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair QumuSeller’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of Qumu or any of its Subsidiaries Seller pursuant to, any Qumu Material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller is a party or by which Seller or his properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Qumu AMP or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to be, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a whole. (b) The execution and delivery by Qumu Seller of this Agreement do not, and the performance by Qumu Seller of its his covenants and agreements under this Agreement and the consummation by Qumu Seller of the transactions contemplated by this Agreement (including the Merger) will not, require of AMP any consent, approval, order, license, authorization, registration, declaration or permit consent of, or filing with or notification to, any Governmental Authorityperson or governmental body, except (i) as may be required by applicable Antitrust Laws, (ii) the filing of the Joint Proxy Statement/Prospectus a Form 8-K with the SEC in accordance with the Exchange Act and as may be required under the Securities Act, (iii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities laws, (iv) the filing of the Articles of Merger or other documents as required by the MBCA and (v) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to Qumu and its Subsidiaries, taken as a whole.