Common use of Synacor Payments Clause in Contracts

Synacor Payments. (i) Synacor shall pay to Qumu a fee equal to $2,000,000 (the “Synacor Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Qumu, within one business day after demand by Qumu, in the event that (A) following the execution and delivery of this Agreement and prior to the Synacor Shareholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Synacor Voting Proposal, an Acquisition Proposal in respect of Synacor shall have been publicly announced or shall have become publicly known, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal in respect of Synacor, in each case, which has not been publicly withdrawn at least five (5) business days prior to the Termination Date (in the case of a termination pursuant to Section 9.1(c)), or at least five (5) business days prior to the date of the Synacor Shareholder Meeting (in the case of a termination pursuant to Section 9.1(d)(i)), (B) this Agreement is terminated pursuant to Section 9.1(c) or Section 9.1(d)(i), and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction in respect of Synacor (whether or not the Acquisition Transaction referenced in the preceding clause (A)) is consummated or Synacor enters into a binding Contract (other than a preliminary agreement, such as a confidentiality agreement, letter of intent or memorandum of understanding) providing for an Acquisition Transaction in respect of Synacor (whether or not the Acquisition Transaction referenced in the preceding clause (A)) and such Acquisition Transaction is ultimately consummated (whether or not during the foregoing twelve (12)-month period); provided, however, that for the purposes of this Section 9.3(c)(i), all references to fifteen percent (15%) or eighty-five percent (85%) in the definition of “Acquisition Transaction” shall be replaced by fifty percent (50%).

Synacor Payments. (i) Synacor shall pay to Qumu a fee equal to $2,000,000 (the “Synacor Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Qumu, within one business day after demand by Qumu, in the event that (A) following the execution and delivery of this Agreement and prior to the Synacor Shareholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Synacor Voting Proposal, an Acquisition Proposal in respect of Synacor shall have been publicly announced or shall have become publicly known, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal in respect of Synacor, in each case, which has not been publicly withdrawn at least five (5) business days prior to the Termination Date (in the case of a termination pursuant to Section 9.1(c)), or at least five (5) business days prior to the date of the Synacor Shareholder Meeting (in the case of a termination pursuant to Section 9.1(d)(i)), (B) this Agreement is terminated pursuant to Section 9.1(c) or Section 9.1(d)(i), and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction in respect of Synacor (whether or not the Acquisition Transaction referenced in the preceding clause (A)) is consummated or Synacor enters into a binding Contract (other than a preliminary agreement, such as a confidentiality agreement, letter of intent or memorandum of understanding) providing for an Acquisition Transaction in respect of Synacor (whether or not the Acquisition Transaction referenced in the preceding clause (A)) and such Acquisition Transaction is ultimately consummated (whether or not during the foregoing twelve (12)-month period); provided, however, that for the purposes of this Section 9.3(c)(i), all references to fifteen percent (15%) or eighty-five percent (85%) in the definition of “Acquisition Transaction” shall be replaced by fifty percent (50%).. 91

Synacor Payments. (i) Synacor shall pay to Qumu a fee equal to $2,000,000 (the “Synacor Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Qumu, within one business day after demand by Qumu, in the event that (A) following the execution and delivery of this Agreement and prior to the Synacor Shareholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Synacor Voting Proposal, an Acquisition Proposal in respect of Synacor shall have been publicly announced 91 or shall have become publicly known, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal in respect of Synacor, in each case, which has not been publicly withdrawn at least five (5) business days prior to the Termination Date (in the case of a termination pursuant to Section 9.1(c)), or at least five (5) business days prior to the date of the Synacor Shareholder Meeting (in the case of a termination pursuant to Section 9.1(d)(i)), (B) this Agreement is terminated pursuant to Section 9.1(c) or Section 9.1(d)(i), and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction in respect of Synacor (whether or not the Acquisition Transaction referenced in the preceding clause (A)) is consummated or Synacor enters into a binding Contract (other than a preliminary agreement, such as a confidentiality agreement, letter of intent or memorandum of understanding) providing for an Acquisition Transaction in respect of Synacor (whether or not the Acquisition Transaction referenced in the preceding clause (A)) and such Acquisition Transaction is ultimately consummated (whether or not during the foregoing twelve (12)-month period); provided, however, that for the purposes of this Section 9.3(c)(i), all references to fifteen percent (15%) or eighty-five percent (85%) in the definition of “Acquisition Transaction” shall be replaced by fifty percent (50%).