Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. (a) The execution and delivery by Synacor of this Agreement do not, and the performance by Synacor of its covenants and agreements under this Agreement and the consummation by Synacor of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Synacor Shareholder Approval, conflict with or violate the Synacor Certificate of Incorporation or the Synacor Bylaws or any Synacor Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b) conflict with or violate any Legal Requirements applicable to 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 Synacor’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 Synacor or any of its Subsidiaries pursuant to, any 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 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 Synacor and its Subsidiaries, taken as a whole.

Required Filings and Consents. (a) The execution and delivery by Synacor the Company of this Agreement do does not, and the performance by Synacor the Company of its covenants and agreements under this Agreement and the consummation by Synacor the Company of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Synacor Shareholder Approval, Company Stockholder Approval conflict with or violate the Synacor Company Certificate of Incorporation or the Synacor Company Bylaws or any Synacor Company Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b) 3.3(b), conflict with or violate any Legal Requirements Law applicable to Synacor 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 Synacorthe 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 Synacor the Company or any of its Subsidiaries pursuant to, or the material expansion of any Synacor 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 Synacor 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 Synacor the Company and its Subsidiaries, taken as a whole.

Required Filings and Consents. (a) The execution and delivery by Synacor Rentrak of this Agreement do not, and the performance by Synacor Rentrak of its covenants and agreements under this Agreement and the consummation by Synacor Rentrak of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Synacor Rentrak Shareholder Approval, Approval conflict with or violate the Synacor Certificate Rentrak Articles of Incorporation or the Synacor Rentrak Bylaws or any Synacor Rentrak Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b3.3(b) conflict with or violate any Legal Requirements applicable to Synacor 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 SynacorRentrak’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 Synacor Rentrak or any of its Subsidiaries pursuant to, any Synacor 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 Synacor 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 Synacor and its Subsidiaries, taken as a wholeRentrak Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Synacor comScore of this Agreement do not, and the performance by Synacor comScore of its covenants and agreements under this Agreement and the consummation by Synacor comScore of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Synacor Shareholder comScore Stockholder Approval, conflict with or violate the Synacor comScore Certificate of Incorporation or the Synacor comScore Bylaws or any Synacor comScore Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b) conflict with or violate any Legal Requirements applicable to Synacor 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 SynacorcomScore’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 Synacor comScore or any of its Subsidiaries pursuant to, any Synacor 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 Synacor 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 Synacor and its Subsidiaries, taken as a wholecomScore Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Synacor fuboTV of this Agreement do not, and the performance by Synacor fuboTV of its covenants and agreements under this Agreement and the consummation by Synacor fuboTV of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Synacor fuboTV Shareholder Approval, Approval conflict with or violate the Synacor fuboTV Certificate of Incorporation or the Synacor fuboTV Bylaws or any Synacor fuboTV Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b3.3(b) conflict with or violate any Legal Requirements applicable to Synacor 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 SynacorfuboTV’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 Synacor fuboTV or any of its Subsidiaries pursuant to, any Synacor 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 Synacor 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 Synacor and its Subsidiaries, taken as a whole.fuboTV Material Adverse Effect

Required Filings and Consents. (a) The execution and delivery by Synacor Cloudera of this Agreement do not, and the performance by Synacor Cloudera of its covenants and agreements under this Agreement and the consummation by Synacor Cloudera of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Synacor Shareholder Cloudera Stockholder Approval, conflict with or violate the Synacor Cloudera Certificate of Incorporation or the Synacor Cloudera Bylaws or any Synacor Cloudera Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b) conflict with or violate any Legal Requirements applicable to Synacor 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 SynacorCloudera’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 Synacor Cloudera or any of its Subsidiaries pursuant to, any Synacor 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 Synacor 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 Synacor 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 Synacor Buyer of this Agreement do not, and the performance by Synacor Buyer of its covenants and agreements under this Agreement and the consummation by Synacor Buyer of the transactions contemplated by this Agreement Transactions will not, (i) assuming receipt of the Requisite Synacor Shareholder ApprovalRequired Buyer Vote, conflict with or violate the Synacor Certificate of Incorporation or the Synacor Bylaws or any Synacor Subsidiary Buyer Constituent Documents, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b4.5(a) of the Buyer Disclosure Schedule, conflict with or violate any Legal Requirements applicable to Synacor 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 SynacorBuyer’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 Synacor Buyer or any of its Subsidiaries pursuant to, any Synacor 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 Synacor 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 Synacor and its Subsidiaries, taken as a wholeBuyer Material Adverse Effect.

Required Filings and Consents. (a) The Except as set forth in Section 2.3(a) of the Selling Shareholder Disclosure Schedule, the execution and delivery by Synacor such Selling Shareholder of this Agreement do not, and the performance by Synacor such Selling Shareholder of its covenants and agreements under this Agreement and the consummation by Synacor such Selling Shareholder of the transactions contemplated by this Agreement Transactions do not and will not, (i) assuming receipt of the Requisite Synacor Shareholder ApprovalRequired GWT Vote, conflict with or violate the Synacor Certificate constitutional documents of Incorporation or the Synacor Bylaws or any Synacor Subsidiary Documentssuch Selling Shareholder, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b2.3(b) of the Selling Shareholder Disclosure Schedule, conflict with or violate any Legal Requirements applicable to Synacor or any of its Subsidiaries such Selling Shareholder or by which its or any of their respective Table of Contents its 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 Synacorsuch Selling Shareholder’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 Synacor or any of its Subsidiaries such Selling Shareholder pursuant to, any Synacor Material note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Selling Shareholder is a party or by which such Selling Shareholder or its 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 Synacor such Selling Shareholder 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 Synacor and its Subsidiaries, taken as a wholean Operating Company Material Adverse Effect.

Required Filings and Consents. (a) The execution and delivery by Synacor Reliant of this Agreement and any Ancillary Agreements to which Reliant is a party do not, and the performance by Synacor Reliant of its covenants and agreements under this Agreement and any Ancillary Agreements to which Reliant is a party and the consummation by Synacor Reliant of the transactions contemplated by this Agreement hereby and thereby will not, (i) assuming receipt of the Requisite Synacor Shareholder Approvalapproval of Reliant’s stockholders pursuant to its Charter Documents, conflict with or violate the Synacor Certificate of Incorporation or the Synacor Bylaws Reliant Charter Documents or any Synacor 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 4.3(b3.6(b) conflict with or violate any Legal Requirements applicable to Synacor 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 SynacorReliant’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 Synacor Reliant or any of its Subsidiaries pursuant to, any Synacor 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 Synacor 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 Synacor and its Subsidiaries, taken as a wholeReliant Material Adverse Effect.