Common use of Go-Shop Clause in Contracts

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e), during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty (30) days after the date of the first public announcement of this Agreement (the “Go Shop Period End Time”), Nova I, the Nova I Subsidiaries and their respective Representatives may and shall have the right to, directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, a Nova I Acquisition Proposal, including by way of contacting third parties, broadly disseminating public disclosure or providing access to the properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the Confidentiality Agreement); provided, however, that Nova I has previously furnished, made available or provided access to such nonpublic information to the Other Parties or concurrently does so; (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding or otherwise in furtherance of any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal; (iii) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose to the stockholders of Nova I any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I Superior Proposal.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (p.m., New York City time) , on the date that is thirty (30) days 45th day after the date of the first public announcement of this Agreement (the “Go No-Shop Period End TimeStart Date”), Nova I, the Nova I Subsidiaries Titanium Parties and their respective Representatives may directors, officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) shall have the right to, directly or indirectly: to (i) solicit, seek, initiate, encourage propose or facilitate any inquiriesinduce the making, proposals submission or offers forannouncement of, or engage in any negotiations concerningencourage, facilitate or provide any confidential or nonpublic information or data toassist, or have any discussions with, any person relating to any inquiry, proposal, proposal or offer or other action that constitutes, or that could reasonably be expected to lead toconstitute, a Nova I an Acquisition Proposal, including by way providing information (including non-public information) relating to Titanium or any of contacting third parties, broadly disseminating public disclosure or providing its Subsidiaries and affording access to the business, properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing or other non-public information information, or to any personnel, of Titanium or any of its Subsidiaries to any Person (and its Representatives, including potential financing sources of such Person) pursuant to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the an Acceptable Confidentiality Agreement); provided, however, that Nova I has previously furnished, any material information concerning Titanium or its Subsidiaries to be provided or made available to any third party shall, to the extent not previously provided or made available to Silver, be provided access or made available to Silver promptly (and, in any event, within 12 hours) following such time as it is provided or made available to such nonpublic information to the Other Parties or concurrently does sothird party; and (ii) engage in, enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposals (or inquiries, proposals or offers or any other effort or attempt that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals or other proposals that could lead to any Acquisition Proposal, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal or amendment to an Acquisition Proposal to be made to Titanium or the Titanium Board (or the Titanium Special Committee). Notwithstanding anything herein to the contrary, the Silver Parties and their Affiliates shall not enter into exclusive arrangements with potential financing sources that would by their terms or otherwise in furtherance of materially impair, delay or prevent any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal; (iii) release Person from financing any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose to the stockholders of Nova I any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposalcontemplated by this Section 5.02(a), has resulted in, or would be reasonably likely to result in, a Nova I Superior Proposal.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty (30) days after the date of the first public announcement of this Agreement February 24, 2022 (the “Go Go-Shop Period End TimePeriod”), Nova I, the Nova I Company and any of its Subsidiaries and Affiliates and its and their respective Representatives may and shall have the right to, directly or indirectly: (i) solicit, initiate, propose, induce the making or submission of, encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerningway any offer, inquiry or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action proposal that constitutes, or could reasonably be expected to lead to, a Nova I Company Alternative Acquisition Proposal, including by way of contacting third parties, broadly disseminating public disclosure (A) providing or providing access furnishing to the properties, offices, assets, books, records any Person (and personnel of Nova I and the Nova I Subsidiaries and furnishing its Representatives) any non-public information pursuant or data relating to the Company, any of its Subsidiaries or their respective businesses, properties or assets and (but only pursuant toB) one or more executed affording access to any personnel of the Company and its Subsidiaries to any Person (and its Representatives) in each case, in connection with a Company Alternative Acquisition Proposal, that has either (x) entered into a confidentiality agreements (containing agreement with the Company having provisions limiting that are not materially less favorable in the use and disclosure of non-public written and oral information furnished aggregate to such person by or on behalf of Nova I at least as favorable to Nova I as the Company than the provisions of the Confidentiality Agreement (excluding standstill provisions) and that does not contain provisions which prohibit the Company from complying with the provisions of Section 7.4(e) or (y) entered into any confidentiality agreement with the Company prior to the date hereof that does not prohibit the Company from complying with the provisions of Section 7.4(e), including as a result of a waiver of applicable terms of such confidentiality agreement (each, a “Company Acceptable Confidentiality Agreement”); provided, however, provided that Nova I the Company shall provide access to Parent to any non-public information that the Company has provided in writing to any Person given such access that was not previously furnished, made available (whether prior to or after the execution of this Agreement) to Parent promptly following the time that it is provided access to such nonpublic information to the Other Parties or concurrently does soPerson (and in any event within 24 hours thereof); and (ii) continue, enter into, engage in, continue in or otherwise participate in any discussions or negotiations with any Person (and their respective Representatives) regarding any Company Alternative Acquisition Proposal (or otherwise in furtherance of inquiries, offers or proposals or any inquiry, proposal, offer other effort or other action attempt that constitutes, or could reasonably be expected to lead toto a Company Alternative Acquisition Proposal), and cooperate with or assist or participate in, or otherwise facilitate in any way, any inquiries, offers, proposals, discussions or negotiations or any effort or attempt to obtain, make any Company Alternative Acquisition Proposal or other proposals that could reasonably be expected to lead to a Nova I Company Alternative Acquisition Proposal; (iii) , including by granting a waiver, amendment or release under any person from or fail to enforce any confidentiality, pre-existing “standstill” or similar obligation confidentiality provision to Nova I the extent necessary to allow for a Company Alternative Acquisition Proposal or amendment to a Company Alternative Acquisition Proposal to be made to the Company or the Company Board of Directors. Notwithstanding anything to the contrary stated herein, the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid, or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any Person in connection with any Company Alternative Acquisition Proposal or any offer, inquiry or proposal in connection with any Company Alternative Acquisition Proposal, in each case, without the prior written consent of the Nova I Subsidiaries; Parent (in each case except as may be provided in a Company Acceptable Confidentiality Agreement or a definitive Alternative Acquisition Agreement and (iv) disclose to the stockholders of Nova I any information required to be disclosed under applicable Law; provided, however, that otherwise not in the case violation of this clause (ivSection 7.4), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I Superior Proposal.

Go-Shop. (a). Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (eincluding in Section 5.4), during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. Eastern time on July 12, 2022 (New York City such period of time) on the date that is thirty (30) days after the date of the first public announcement of this Agreement (, the “Go Go-Shop Period End TimePeriod”), Nova I, the Nova I Company and its Subsidiaries and their respective Representatives may and shall have the right to, directly or indirectly: to (iand may without restriction hereunder but subject to compliance with the terms of this Agreement): (a) solicit, initiate, propose, induce the making or submission of, encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerning, or provide way any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action proposal that constitutes, or could reasonably be expected to lead to, a Nova I Acquisition Takeover Proposal, including by way providing information (including non-public information and data) relating to the Company and any of contacting third parties, broadly disseminating public disclosure or providing its Subsidiaries and affording access to the businesses, properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing or other non-public information pursuant information, or to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions any personnel, of the Company and its Subsidiaries to any Person (and its Representatives, including potential financing sources of such Person) that has entered into an Acceptable Confidentiality Agreement); provided, howeverthat the Company shall provide Parent and Merger Sub (and their Representatives, including financing sources) with access to any information or data that Nova I has is provided to any Person given such access that was not previously furnished, made available (whether prior to or after the execution of this Agreement) to Parent or Merger Sub substantially concurrently with the time it is provided access to such nonpublic information to the Other Parties or concurrently does soPerson; and (iib) continue, enter into, engage in, continue in or otherwise participate in any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) regarding any Takeover Proposals (or otherwise in furtherance of inquiries, offers or proposals or any inquiry, proposal, offer other effort or other action attempt that constitutes, or could reasonably be expected to lead toto a Takeover Proposal), and cooperate with or assist or participate in, or otherwise facilitate in any way, any such inquiries, offers, proposals, discussions or negotiations or any effort or attempt to obtainmake any Takeover Proposals or other proposals that could reasonably be expected to lead to Takeover Proposals, including by granting a Nova I Acquisition Proposal; (iii) waiver, amendment or release under any person from or fail to enforce any confidentiality, pre-existing “standstill” or other similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose provision to the stockholders of Nova I any information required extent necessary to allow for a Takeover Proposal or amendment to a Takeover Proposal to be disclosed under applicable Law; provided, however, that in made confidentially to the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirmCompany, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to or the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days Company Board. The Company shall notify Parent that it has entered into an Acceptable Confidentiality Agreement within 24 hours after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I Superior Proposalexecution thereof.

Go-Shop. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)the contrary, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty thirty-fifth (3035th) days calendar day after the date of the first public announcement of this Agreement (the “Go Go-Shop Period End TimeDate”), Nova I, the Nova I Seller and its Subsidiaries and their respective Representatives may (acting on behalf of Seller and its Subsidiaries) shall have the right to, directly or indirectly: : (i) solicitencourage, facilitate, initiate, encourage and solicit any inquiry or facilitate the making of any inquiries, proposals proposal or offers foroffer from any Person that constitutes a Qualified Bid, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action that constitutes, or could would reasonably be expected to lead toto a Qualified Bid on or before the date that is five (5) days after the Go-Shop Period End Date, and to otherwise facilitate any effort or attempt by any such Person to make a Nova I Acquisition ProposalQualified Bid within the above-specified time period, including by way of contacting third parties(A) releasing, broadly disseminating public disclosure or waiving, modifying and not enforcing existing standstill provisions solely to the extent necessary to permit such Persons to make Qualified Bids to Seller in accordance with the terms hereof and (B) providing access to the properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least Person and its Representatives, Affiliates, and prospective equity and debt financing sources, so long as favorable such Persons have executed a confidentiality agreement with customary terms, taken as a whole, that are not less restrictive to Nova I as the provisions of such Person than those contained in the Confidentiality AgreementAgreement and no such confidentiality agreement shall prevent Seller from satisfying its obligations under this Section 6.16 or this Agreement (it being understood that such confidentiality agreement need not contain a standstill provision that prohibits the making, or amendment, of an Qualified Bid during, the period described in clause (A) above); provided, howeverthat Seller shall substantially concurrently (and in any event within twenty-four (24) hours thereafter) make available to Purchaser any non-public and any other information concerning the Business that Seller, its Subsidiaries or Representatives of Seller provide to any such Person that was not previously made available to Purchaser; provided, further, that Nova I has previously furnishedSeller and its Subsidiaries shall not pay, made available agree to pay or provided access cause to be paid, or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such nonpublic information to the Other Parties or concurrently does so; Person in connection with any Qualified Bid; (ii) enter intoinitiate, engage in, continue or otherwise participate in any discussions or negotiations with any Person regarding any Qualified Bid; or (iii) otherwise cooperate with, assist or otherwise participate in furtherance of or facilitate any inquirysuch inquiries, proposalproposals, offer discussions or other action that constitutesnegotiations with, or could reasonably be expected any effort or attempt to lead make any Qualified Bid by, any Person. (b) No later than 12:00 p.m., New York time, on the day after each of (x) the Go-Shop Period End Date, and (y) the date that is five (5) days after the Go-Shop Period End Date, the Seller shall notify Purchaser in writing of the identity of each Excluded Party or confirm to Purchaser that there are no Excluded Parties, as the case may be, and Seller shall provide to Purchaser on each such date: (i) an unredacted copy of the most recent Qualified Bid (and all previous bids made by such Excluded Party (including any related financing commitments and proposed Contracts relating to the Qualified Bid)), (ii) a written summary of the material terms of the most recent Qualified Bid made by such Excluded Party (including any related financing commitments) and (iii) an unredacted copy of all information requests made by such Excluded Party in connection with any Qualified Bid, all responses thereto and all materials provided to such Excluded Person. If there are no Excluded Parties on the date that is five (5) days after the Go-Shop Period End Date, Seller, its Subsidiaries and their Representatives shall have no right to take any further action under this Section 6.16 except as specified in Section 6.16(f). (c) Seller may only continue to engage in the activities described in Section 6.16(a) with any Excluded Person and its Representatives (acting on behalf of such Excluded Person) regarding any Qualified Bid made by any such Excluded Person pursuant to Section 6.16(a) above until the date that is five (5) days after the Go-Shop Period End Date, except to the extent necessary to take the actions contemplated by clauses (iv) and (v) of Section 6.16(d), at such time as Seller is permitted pursuant to Section 6.16(d) to take such actions. Except as expressly permitted by Section 6.16(a) and this Section 6.16(c), from and after the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, Seller shall not, shall cause its Subsidiaries not, and shall direct its other Affiliates and each of their respective Representatives not, directly or indirectly, to: (i) encourage, facilitate, initiate, solicit or make any proposal or offer with respect to or (except to the extent permitted by Section 6.16(d) below with respect to a Qualified Bid that is a Superior Proposal) enter into a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar or any transaction having similar effect involving the Business, or, any purchase of all or a substantial portion of the assets of the Business (each, a “Proposal”) with any Person other than Purchaser; or (ii) other than informing Persons of the existence of this Section 6.16, or communicating that such Person is not permitted to engage in such activity at such time, engage in any negotiations concerning, or provide any information or data concerning the Business to, or otherwise have any discussions with, any Person other than Purchaser that has made a Proposal or with respect to obtain, a Nova I Acquisition Proposal; . (iiid) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose Notwithstanding anything to the stockholders contrary in this Agreement, Seller may terminate this Agreement pursuant to Section 10.01(f) to enter into an Alternative Acquisition Agreement concurrently with such termination on the date of Nova I any information required such termination with an Excluded Person with respect to be disclosed under applicable Lawa Qualified Bid that is a Superior Proposal; provided, however, that Seller shall not take such action unless: (i) Seller shall have complied in all material respects with this Section 6.16 and in all respects with respect to such Qualified Bid and such action is permitted by Section 6.16(f) and the last sentence of Section 6.16(b); (ii) Prior to 5:00 p.m. New York time on the fortieth (40th) day following the date heref, Seller shall have provided prior written notice (a “Determination Notice”) to Purchaser at least five (5) Business Days in advance (such five (5) Business Day Period, expiring at 11:59 p.m. on the fifth (5th) Business Day thereof, the “Notice Period”) to the effect that Seller intends to take such action and specifying in reasonable detail the circumstances giving rise to such proposed action, including the information specified by Section 6.16(e) with respect to such Superior Proposal, an unredacted copy of the proposed Alternative Acquisition Agreement and all related proposed Contracts; (iii) Seller shall have, and shall have caused its financial and legal advisors to be available, during the Notice Period, for negotiations with Purchaser and its Representatives, and Seller shall negotiate reasonably and in good faith (to the extent Purchaser desires to negotiate) to make such adjustments in the case terms and conditions of this clause Agreement such that such Qualified Bid is no longer a Superior Proposal; (iv) at or following the end of such Notice Period and negotiating in accordance with Section 6.16(d)(iii)), if Seller and its board of directors shall have determined in good faith, after consultation with its outside independent nationally recognized financial advisor and outside legal counsel, that (A) such disclosure has Qualified Bid remains a Superior Proposal (including taking into account any adjustments in the effect terms of withdrawing this Agreement proposed by Purchaser in connection with Section 6.16(d)(iii) above) and (B) the Seller’s termination of this Agreement and entering into the Alternative Acquisition Agreement is in the best interests of the Seller and its stockholders; and (v) in the event of a termination of this Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, Seller shall have validly terminated this Agreement in accordance with Section 10.01(f) and prior to or adversely modifyingconcurrently with such termination paid the Seller Termination Fee in accordance with Section 10.02(d) and concurrently with such termination entered into the Alternative Acquisition Agreement. (e) Seller shall notify Purchaser orally and in writing promptly (but in any event no later than twenty-four (24) hours) after receipt by Seller, its Affiliates or Subsidiaries, or does any of their respective Representatives of any Qualified Bid or Proposal from any Person other than Purchaser. Such notice shall indicate the identity of the Person making the Qualified Bid or Proposal and a description of the material terms and conditions thereof and copies of any written Qualified Bids or Proposals or amendments and supplements thereto. Seller shall keep Purchaser informed, on a current basis (but in any event no later than twenty-four (24) hours, of any material changes in the status and any material changes or modifications in the material terms of any such Qualified Bid or Proposal. Any confidentiality agreement between Seller (or any of its Subsidiaries) and any Person making a Qualified Bid or Proposal shall permit all disclosures to Purchaser contemplated by this Section 6.16 and not expressly restate prevent Seller’s compliance with this Agreement. (f) From and publicly reaffirmafter the Go-Shop Period End Date, or, with respect to any Excluded Person, from and after the Nova I Board RecommendationPermitted Extension Deadline for such Excluded Person, then (i) Seller shall, and shall direct its Affiliates and Subsidiaries, and each of their respective Representatives to, immediately terminate all discussions or negotiations with all Persons other than Purchaser who have made Proposals and shall promptly request the prompt return or destruction of any confidential information provided to (and terminate the VDR access of) such disclosure Person in connection with such Person’s consideration of a possible Proposal and (ii) and Seller shall be deemed cease to be a Nova I Change of Recommendation. have any rights to enter into an Alternative Acquisition Agreement or terminate this Agreement pursuant to Section 10.01(f). (g) For purposes of this Agreement, the term “Nova I Go Shop Bidder” any violation or breach of this Section 6.16 by Seller’s Subsidiaries or Representatives shall mean constitute a violation and breach by Seller. (h) For purposes of this Section 6.16 and any person (including its controlled Affiliates and Representatives) that submits a written proposal definition used herein, any actions permitted or offer regarding a Nova I Acquisition Proposal prior required to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case be taken by Seller’s board of directors may be taken by any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I Superior Proposalduly authorized committee thereof.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) 12:01 a.m. on the date that is thirty (30) days 46th day after the date of the first public announcement of this Agreement (the “Go No-Shop Period End TimeStart Date”), Nova I, the Nova I Company and its Subsidiaries and their respective Representatives may directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to, directly or indirectly: to (i) solicit, initiate, encourage propose or facilitate any inquiriesinduce the making, proposals submission or offers forannouncement of, or engage in any negotiations concerningencourage, facilitate or provide any confidential or nonpublic information or data to, or have any discussions withassist, any person relating to any inquiry, proposal, proposal or offer or other action that constitutes, or could reasonably be expected to lead to, a Nova I constitute an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement, furnish to any Person and its Representatives any information (including by way non-public information and data) relating to the Company or any of contacting third parties, broadly disseminating public disclosure or providing its Subsidiaries and afford access to the business, properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to any Person (and its Representatives, including potential financing sources); provided that the Company shall provide to Parent and Merger Sub any information pursuant to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person data that is provided by or on behalf of Nova I at least as favorable the Company to Nova I as the provisions of the Confidentiality Agreement); provided, however, any Person given such access that Nova I has was not previously furnished, made available to Parent or Merger Sub prior to or promptly (and, in any event, within 24 hours) following the time it is provided access to such nonpublic information to the Other Parties Person or concurrently does so; its Representatives (iiincluding potential financing sources), and (iii) engage in, enter into, engage in, continue or otherwise participate in in, any discussions or negotiations regarding with any Persons (and their respective Representatives, including potential financing sources) with respect to any Acquisition Proposal (or otherwise in furtherance of any inquiryinquiries, proposal, offer proposals or offers or other action efforts that constitutes, or could reasonably be expected lead to lead to, or otherwise to obtain, a Nova I an Acquisition Proposal; (iii) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or release under any person from or fail to enforce any confidentiality, “standstill” pre-existing standstill or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose provision to the stockholders of Nova I any information required extent necessary to allow for a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior made to the Go Shop Period End Time that Company or the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I Superior ProposalCompany Board.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City Chicago time) on the date that is thirty (30) days after the date of the first public announcement of this Agreement (the “Go Shop Period End Time”)November 28, Nova I2021, the Nova I Company and any of its Subsidiaries and Affiliates and its and their respective Representatives may and shall have the right to, directly or indirectly: (i) solicit, initiate, propose, induce the making or submission of, encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerningway any offer, inquiry or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action proposal that constitutes, or could reasonably be expected to lead to, a Nova I an Alternative Acquisition Proposal, including by way of contacting third parties(A) providing, broadly disseminating public disclosure furnishing or providing access making available to the properties, offices, assets, books, records any Person (and personnel of Nova I and the Nova I Subsidiaries and furnishing its Representatives) any information (including non-public information pursuant or data) relating to the Company, any of its Subsidiaries or their respective businesses, properties or assets and (but only pursuant toB) one or more executed affording access to any personnel of the Company and its Subsidiaries to any Person (and its Representatives) that has entered into a confidentiality agreements (containing agreement with the Company having provisions limiting that are not materially less favorable in the use and disclosure of non-public written and oral information furnished aggregate to such person by or on behalf of Nova I at least as favorable to Nova I as the Company than the provisions of the Confidentiality Agreement; provided that the Company shall provide access to Parent and Acquisition Sub any non-public information that the Company has provided in writing to any Person given such access that was not previously made available (whether prior to or after the execution of this Agreement) to Parent or Acquisition Sub substantially concurrently with the time it is provided to such Person (and in any event within 48 hours thereof); provided, however, that Nova I has previously furnished, made available or provided access to such nonpublic information to the Other Parties or concurrently does so; and (ii) continue, enter into, engage in, continue in or otherwise participate in any discussions or negotiations with any Person (and their respective Representatives) regarding any Alternative Acquisition Proposals (or otherwise in furtherance of inquiries, offers or proposals or any inquiry, proposal, offer other effort or other action attempt that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal; (iii) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose to the stockholders of Nova I any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I an Alternative Acquisition Proposal), has resulted and cooperate with or assist or participate in, or would facilitate in any way, any inquiries, offers, proposals, discussions or negotiations or any effort or attempt to make any Alternative Acquisition Proposals or other proposals that could reasonably be reasonably likely expected to result inlead to Alternative Acquisition Proposals, including by granting a Nova I Superior Proposalwaiver, amendment or release under any pre-existing “standstill,” “confidentiality” or other similar provision to the extent necessary to allow for an Alternative Acquisition Proposal or amendment to an Alternative Acquisition Proposal to be made to the Company or the board of directors of the Company. Notwithstanding anything to the contrary stated herein, the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid, or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Alternative Acquisition Proposals or any offer, inquiry or proposal in connection with any Alternative Acquisition Proposals, in each case, without the prior written consent of Parent (in each case except as may be provided in a definitive Alternative Acquisition Agreement and otherwise not in violation of this Section 5.5).

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. 12:01 a.m. (New York City Eastern time) on the date that is thirty (30) days after the date of the first public announcement of this Agreement June 10, 2024 (the “Go No-Shop Period End TimeStart Date”), Nova I, the Nova I Subsidiaries Company and their respective its Representatives may and shall have the right to, directly or indirectly: (i) solicit, seek, initiate, encourage propose or facilitate any inquiriesinduce the making, proposals submission or offers forannouncement of, or engage in encourage, facilitate or assist, any negotiations concerningAcquisition Proposal or any proposal, Inquiry or offer that would constitute, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action that constitutes, or could would reasonably be expected to lead to, a Nova I an Acquisition Proposal, (ii) provide information (including by way non-public information and data) relating to the Company or any of contacting third parties, broadly disseminating public disclosure or providing its Subsidiaries and afford access to the business, properties, offices, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to any Person (and/or its Representatives, including potential financing sources) pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall promptly (and personnel of Nova I in any event within 24 hours) provide to Parent and the Nova I Subsidiaries Merger Sub, or promptly (and furnishing in any event within 24 hours) provide Parent and its Representatives access to, any non-public information pursuant or data that is provided to (but only pursuant to) one any Person given such access that was not previously made available to Parent, Merger Sub or more executed confidentiality agreements (containing provisions limiting the use their Representatives and disclosure of shall not provide to any such Person any non-public written and oral information furnished or data of or relating to such person by Parent, Merger Sub or on behalf any of Nova I at least as favorable to Nova I as the provisions of the Confidentiality Agreement); providedtheir respective affiliates or Representatives, however(iii) engage in, that Nova I has previously furnished, made available or provided access to such nonpublic information to the Other Parties or concurrently does so; (ii) enter into, engage in, continue or otherwise participate in in, any discussions or negotiations regarding with any Persons (and their respective Representatives, including potential financing sources) with respect to any Acquisition Proposals or otherwise in furtherance of any inquiryInquiries, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal; (iii) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose cooperate with or assist or participate in or facilitate any Acquisition Proposal or any such Inquiries or any effort or attempt to make any Acquisition Proposal, including granting a waiver, amendment or release under any standstill or similar provision to the stockholders of Nova I any information required extent necessary to allow for a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be disclosed under applicable Law; providedmade to the Company. As promptly as reasonably practicable, however, that and in any event within one (1) Business Day following the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirmNo-Shop Period Start Date, the Nova I Board Recommendation, then such disclosure Company shall be deemed deliver to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits Parent a written proposal notice setting forth the identity of each Person or offer regarding a Nova I group of Persons from whom the Company or any of its Representatives has received an Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines Proposal, in good faith after consultation with outside legal counsel and outside financial advisorseach case, prior to the Go No-Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I Superior ProposalStart Date.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty (30) days after the date of the first public announcement of this Agreement September 16, 2021 (the “Go No-Shop Period End TimeStart Date”), Nova I, the Nova I Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or Representatives may and shall have the right to, directly or indirectly: to (i) solicit, initiate, encourage propose or facilitate any inquiriesinduce the making, proposals submission or offers forannouncement of, or engage in any negotiations concerningencourage, facilitate or provide any confidential or nonpublic information or data to, or have any discussions withassist, any person proposal or offer that could constitute or lead to a Takeover Proposal, (ii) provide information (including non-public information and data) relating to the Company or any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, a Nova I Acquisition Proposal, including by way of contacting third parties, broadly disseminating public disclosure or providing its Subsidiaries and afford access to the business, properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing or other non-public information pursuant information, and to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions any personnel, of the Company or any of its Subsidiaries to any Person (and its Representatives, including potential financing sources) pursuant and subject to an Acceptable Confidentiality Agreement); provided, however, that Nova I has the Company shall provide Parent on a substantially concurrent basis with the time such is provided to another Person, provide to Parent and Merger Sub any information or data that is provided to any Person given such access that was not previously furnished, provided or made available to Parent or Merger Sub (unless such information was not previously provided access to such nonpublic information Parent or Merger Sub at the request of Parent or Merger Sub or to the Other Parties or concurrently does so; comply with applicable Law), (iiiii) engage in, enter into, engage in, continue or otherwise participate in in, any discussions or negotiations regarding with any Persons (and their respective Representatives, including potential financing sources) with respect to any Takeover Proposals (or otherwise in furtherance of any inquiryinquiries, proposal, offer proposals or offers or other action efforts that constitutes, or could would reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Takeover Proposal; (iii) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose cooperate with, assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to solicit, induce, initiate, propose or make any Takeover Proposals. On each of the tenth (10th), twentieth (20th) and thirtieth (30th) calendar day subsequent to the stockholders date hereof and on the calendar day subsequent to the No-Shop Period Start Date, the Company shall deliver to Parent a written notice setting forth (x) the identity of Nova I each Excluded Party, (y) the identity of any information required parties with which the Company entered into an Acceptable Confidentiality Agreement and provide a copy of each such Acceptable Confidentiality Agreement, and (z) the identity of any parties that submitted a Takeover Proposal as of each such time, each of which notices shall include (1) with respect to be disclosed under applicable Law; providedeach identified party or Excluded Party and to the extent known by the Company, howeverany material affiliates or any related investment funds of such Person, that in and (2) a summary of the case material terms of this clause any such Takeover Proposal (ivincluding, to the extent known, for the avoidance of doubt but without limitation, per share price, transaction structure, source and description of financing arrangements, termination fees (both type and quantum), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate anti-trust covenants and publicly reaffirm, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposalclosing conditions), has resulted in, or would be reasonably likely to result in, a Nova I Superior Proposal.

Go-Shop. (a) Notwithstanding anything to the contrary contained set forth in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty forty-five (3045) days after following the date of the first public announcement of this Agreement (such period, the “Go Go-Shop Period End TimePeriod”), Nova I, the Nova I Subsidiaries and their respective Representatives may and Company shall have the right (acting at the direction of the Special Committee) to, directly or indirectly: indirectly (i) solicit, initiate, or encourage or facilitate any inquiries, proposals proposals, offers, requests, correspondence or offers forother communications regarding, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action that constitutes, or could would reasonably be expected to lead relate to, a Nova I an Acquisition Proposal, including by way of contacting third parties, broadly disseminating public disclosure or providing access to the properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the Confidentiality Agreement); provided, however, that Nova I has previously furnished, made available or provided access to such nonpublic information to the Other Parties or concurrently does so; (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding or otherwise in furtherance of any inquiry, proposal, offer or other action that constitutesregarding, or could that would reasonably be expected to lead to, any Acquisition Proposal or otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations or any effort or attempt to obtain, a Nova I make any Acquisition Proposal; (iii) comply with any request for non-public information relating to any Group Company or for access to any of the properties, books or records of any Group Company by any person; and (iv) release any person from from, waive any provision of, terminate, modify or fail to enforce any confidentiality, “standstill” standstill or similar obligation provision in any confidentiality agreement or other agreement with any person (any person with which, or with respect to Nova I which, the actions described in clauses (i) through (iv) are taken, a “Solicited Person”); provided, that prior to providing any material non-public information concerning any Group Company to a Solicited Person, the Company has received from such Solicited Person an executed confidentiality agreement on terms no less favorable to the Company than those contained in Section 9.11 (an “Acceptable Confidentiality Agreement”) with the Company; provided further, that the Company shall provide to the Parent Parties any material non-public information concerning any Group Company provided to such Solicited Person that was not previously made available to the Parent Parties, or any of their Affiliates. If at any time during the Nova I Subsidiaries; and (iv) disclose to the stockholders of Nova I any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirmGo-Shop Period, the Nova I Board Recommendation, then such disclosure shall be deemed to be Company receives a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a bona fide written proposal or offer regarding a Nova I any Acquisition Proposal prior to (including any amendments or modifications thereof) from any Solicited Person, the Company shall, in any event within 48 hours after receiving such Acquisition Proposal, notify the Parent Parties of the material terms and conditions of the Acquisition Proposal and the identity of such Solicited Person. Within forty-eight (48) hours following the end of the Go-Shop Period, the Company shall notify Parent of the material terms and conditions of any written proposal or offer regarding any Acquisition Proposal (including any amendments or modifications thereof) received from any Solicited Person during the Go Shop Period End Time that the Nova I Board Special Committee determines determines, in its good faith judgement after consultation with outside its legal counsel and outside financial advisors, prior constitutes or could reasonably be expected to result in a Superior Proposal (each such Solicited Person, an “Excluded Party”), and the Go identity of such Excluded Party. Any Excluded Party shall cease to be an Excluded Party for all purposes under this Agreement immediately at such time as the Acquisition Proposal made by such Excluded Party is withdrawn, terminated, or expires, or the Special Committee determines, in its good faith judgment after consultation with legal counsel and financial advisors, that such Acquisition Proposal ceases to constitute, or no longer could reasonably be expected to result in, a Superior Proposal. Except as otherwise expressly provided in this Section 6.04, upon and following the expiration of the Go-Shop Period, the company shall (i) immediately cease and cause to be terminated any existing activities, discussions, negotiations, correspondence and other communications with any person (other than the Parent Parties and any Excluded Party) that are ongoing as of the end of the Go-Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted inand that relate to, or would may reasonably be reasonably likely to result in, any Acquisition Proposal, (ii) immediately revoke or withdraw access of any person (other than the Parent Parties and any Excluded Party) to any data room containing any non-public information with respect to any Group Company, and (iii) promptly request such person (other than the Parent Parties and any Excluded Party) that has heretofore executed a Nova I standstill, confidentiality or similar agreement in connection with such person’s consideration of an Acquisition Proposal to return (or if permitted by the applicable agreement, to destroy) all information required to be returned (or, if applicable, destroyed) by such person under the terms of such applicable agreement. (b) The Company agrees that, from the end of the Go-Shop Period and until the Effective Time, or if earlier, the termination of this Agreement in accordance with Article VIII, neither it nor any of its Subsidiaries nor any of the directors, officers or employees of any Group Company will, and that it will cause its and its Subsidiaries’ agents, advisors and other Representatives (including, without limitation, any investment banker, attorney or accountant retained by any Group Company), not to, in each case, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or knowingly take any other action with the intent to induce the making of any Acquisition Proposal, (ii) enter into, maintain or continue discussions or negotiations with, or provide any non-public information to, any person in connection with an Acquisition Proposal, (iii) agree to, approve, endorse or recommend (or publicly propose to agree to approve, adopt, endorse or recommend) any Acquisition Proposal or enter into any letter of intent, Contract or commitment contemplating or otherwise relating to, or that could reasonably be expected to result in, any Acquisition Proposal (other than any Acceptable Confidentiality Agreement), (iv) release any person from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party, or (v) authorize or permit any of the officers, directors or employees of any Group Company, any investment banker, financial advisor, attorney, accountant or other Representative retained by or acting directly or indirectly under the direction of any Group Company, to take any action set forth in clauses (i) — (iv) of this Section 6.04(b) (in each case, other than to the extent expressly permitted pursuant to Section 6.04(a), Section 6.04(c) or 6.04(d)). After the Go-Shop Period, the Company shall notify the Parent Parties as promptly as practicable (and in any event within forty-eight (48) hours after the Company has knowledge thereof), orally and in writing, of any written Acquisition Proposal received by the Company, specifying (x) the reasonably detailed material terms and conditions thereof (including material amendments or proposed material amendments) and (y) the identity of the party making such proposal or offer or inquiry or contact. After the Go-Shop Period, the Company shall keep the Parent Parties informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material changes, developments, discussions or negotiations), of the status and terms of any such proposal, offer, inquiry, contact or request and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof). Notwithstanding anything to the contrary in the foregoing, the Company may take, and continue to take, any of the actions described in Section 6.04(a) from and after the end of the Go-Shop Period with respect to any Excluded Party. (c) Subject to compliance with the other provisions of this Section 6.04, prior to the receipt of the Requisite Company Vote, the Company and its Representatives may, following the receipt of a written Acquisition Proposal received after the Go-Shop Period (provided that such Acquisition Proposal shall not have been obtained in violation of Section 6.04(b) and the Company shall have complied with the requirements of this Section 6.04(c) with respect to such Acquisition Proposal): (i) communicate with the person or group of persons who has made such Acquisition Proposal to clarify and understand the terms and conditions thereof and to notify such person of the restrictions of this Section 6.04; (ii) provide information (including any non-public information or data concerning the Company or any of its Subsidiaries) in response to the request of the person or group of persons who has made such Acquisition Proposal, if prior to providing such information, the Company has received from the person or group of persons so requesting such information an executed Acceptable Confidentiality Agreement, a copy of which shall be promptly provided to the Parent Parties; provided that the Company shall provide written notice to the Parent Parties prior to taking any action set forth in clauses (i) or (ii) of this Section 6.04(c) and shall concurrently make available to the Parent Parties all information concerning the Company and its Subsidiaries that is provided to any person or group of persons making such Acquisition Proposal that is given such access to the extent not previously provided to the Parent Parties; and/or (iii) engage or participate in any discussions or negotiations with the person or group of persons who has made such Acquisition Proposal; provided that prior to taking any action described in Section 6.04(c)(ii) or Section 6.04(c)(iii) above, the Company Board has determined, in its good faith judgment at the direction of the Special Committee (after consultation with a financial advisor and independent legal counsel), that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal. (d) Except as otherwise set forth in Section 6.04(e), neither the Company Board nor any committee thereof shall (A) change, withhold, withdraw, qualify or modify (or authorize to change, withhold, withdraw, qualify or modify), in a manner adverse to the Parent Parties, the Company Recommendation, (B) take any action or make any other public statement in connection with the Shareholders’ Meeting contradictory to the Company Recommendation, (C) if a tender offer or exchange offer that constitutes an Acquisition Proposal is commenced, fail to recommend against such tender offer or exchange offer by its shareholders within ten (10) Business Days after commencement (any of such actions described in the foregoing clauses (A),

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(36.02(b)(3), (d) and (e), during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty (30) days after the date of the first public announcement of this Agreement (the “Go Shop Period End Time”), Nova III, the Nova I II Subsidiaries and their respective Representatives may and shall have the right to, directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, a Nova I II Acquisition Proposal, including by way of contacting third parties, broadly disseminating public disclosure or providing access to the properties, offices, assets, books, records and personnel of Nova I II and the Nova I II Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I II at least as favorable to Nova I II as the provisions of the Confidentiality Agreement); provided, however, that Nova I II has previously furnished, made available or provided access to such nonpublic information to the Other Parties or concurrently does so; (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding or otherwise in furtherance of any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I II Acquisition Proposal; (iii) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I II or any of the Nova I II Subsidiaries; and (iv) disclose to the stockholders of Nova I II any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the Nova I II Board Recommendation, then such disclosure shall be deemed to be a Nova I II Change of Recommendation. For purposes of this Agreement, the term “Nova I II Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I II Acquisition Proposal prior to the Go Shop Period End Time that the Nova I II Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I II Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Timetime, no later than five (5) business days after the receipt of such Nova I II Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I II Superior Proposal.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)the contrary, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty twenty-eighth (3028th) days calendar day after the date of the first public announcement of this Agreement (the “Go Go-Shop Period End TimePeriod”), Nova I, the Nova I Company and its Subsidiaries and their respective Representatives may directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) shall have the right to, directly or indirectly: : (i) solicit, initiate, solicit and encourage any inquiry or facilitate the making of any inquiries, proposals or offers for, from a single Person who is not an investment fund or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating a financial sponsor and who has made a written Acquisition Proposal prior to any inquiry, proposal, offer or other action the date hereof (the “Excluded Person” ) that constitutes, or could reasonably be expected to lead to, a Nova I an Acquisition Proposal and to otherwise facilitate any effort or attempt by the Excluded Person to make an Acquisition Proposal, including by way of contacting third parties, broadly disseminating public disclosure or providing access to the properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing non-public information to the Excluded Person pursuant to an Acceptable Confidentiality Agreement; provided, that the Company shall promptly (but only pursuant toand in any event within twenty-four (24) one or more executed confidentiality agreements (containing provisions limiting the use hours thereafter) make available to Parent and disclosure of Merger Sub any material non-public written and oral information furnished concerning the Company or its Subsidiaries that the Company provides to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the Confidentiality Agreement); provided, however, Excluded Person that Nova I has was not previously furnished, made available to Parent or provided access to such nonpublic information to the Other Parties or concurrently does so; Merger Sub; (ii) enter intoinitiate, engage in, continue or otherwise participate in any discussions or negotiations with the Excluded Person regarding or otherwise in furtherance of any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal; or (iii) release otherwise cooperate with, assist or participate in or facilitate any person from such inquiries, proposals, discussions or fail to enforce any confidentialitynegotiations with, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose effort or attempt to the stockholders of Nova I make any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirmAcquisition Proposal by, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I Superior ProposalExcluded Person.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) time on the date that is thirty (30) days after the date of the first public announcement of this Agreement (the “Go Shop Period End Time”)March 4, Nova I2022, the Nova I Company and any of its Subsidiaries and Affiliates and its and their respective Representatives may and shall have the right to, directly or indirectly: (i) solicit, initiate, propose, induce the making or submission of, encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerningway any offer, inquiry or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action proposal that constitutes, or could reasonably be expected to lead to, a Nova I Company Acquisition Proposal, including by way of contacting third parties(A) providing, broadly disseminating public disclosure furnishing or providing access making available to the properties, offices, assets, books, records any Person (and personnel of Nova I and the Nova I Subsidiaries and furnishing its Representatives) any information (including non-public information pursuant or data) relating to the Company, any of its Subsidiaries or their respective businesses, properties or assets and (but B) affording access to any personnel of the Company and its Subsidiaries to any Person (and its Representatives), in the case of each of clause (A) and (B), for the purpose described in this clause (i) and only pursuant to) one or more executed to those Persons that have entered into a confidentiality agreements (containing agreement with the Company having provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as that are not materially less favorable to Nova I as the Company than the provisions of the Confidentiality Agreement); provided that (x) such confidentiality agreement does not contain provisions which prohibit the Company from providing information to Parent or its Representatives as required by Section 6.4(d) or that otherwise prohibits the Company from complying with the provisions of Section 6.4(d) or otherwise would cause the Company to breach this Agreement in any material respect and (y) the Company shall provide access to Parent and Merger Sub of any non-public information that the Company has provided, howeveror that is otherwise provided by or on behalf of the Company or any of its Representatives, to any Person given such access that Nova I has was not previously furnished, made available (whether prior to or after the execution of this Agreement) to Parent or Merger Sub substantially concurrently with the time it is provided access to such nonpublic information Person and, unless otherwise agreed by Parent, in the same manner so provided to the Other Parties or concurrently does sosuch Person; and (ii) continue, enter into, engage in, continue in or otherwise participate in any discussions or negotiations with any Person (and their respective Representatives) regarding any Company Acquisition Proposals (or otherwise in furtherance of inquiries, offers or proposals or any inquiry, proposal, offer other effort or other action attempt that constitutes, or could reasonably be expected to lead toto a Company Acquisition Proposal), and cooperate with or assist or participate in, or otherwise facilitate, any inquiries, offers, proposals, discussions or negotiations or any effort or attempt to obtainmake any Company Acquisition Proposals or other proposals that could reasonably be expected to lead to Company Acquisition Proposals, including by granting a Nova I Acquisition Proposal; (iii) limited waiver, amendment or release under any person from or fail to enforce any confidentiality, pre-existing “standstill” or other similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose provision to the stockholders of Nova I any information required extent necessary to allow for a Company Acquisition Proposal or amendment to a Company Acquisition Proposal to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if made by such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I Acquisition Proposal prior Person to the Go Shop Period End Time that Company or the Nova I Company Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, on a Nova I Superior Proposalconfidential basis.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e)Agreement, during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty (30) days 30th calendar day after the date of the first public announcement of this Agreement (the “Go Go-Shop Period End TimeDate”), Nova I, the Nova I Subsidiaries Company and their respective its Representatives may and shall have the right toright, directly or indirectly: under the direction of the Special Committee, to (i) solicit, initiate, solicit and encourage any inquiry or facilitate the making of any inquiries, proposals proposal or offers for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, a Nova I constitutes an Acquisition Proposal, including by way of contacting third partiesproviding information (including non-public information and data) regarding, broadly disseminating public disclosure or providing and affording access to the business, properties, offices, assets, books, records and personnel of Nova I of, the Company to any Person pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall promptly (and the Nova I Subsidiaries and furnishing in any event within forty-eight (48) hours) make available to Parent any material non-public information pursuant concerning the Company that is provided to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to any Person given such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the Confidentiality Agreement); provided, however, access that Nova I has was not previously furnished, made available or provided access to such nonpublic information to the Other Parties or concurrently does so; Parent, and (ii) engage in, enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding with any Persons or otherwise group of Persons with respect to any Acquisition Proposals and cooperate with or assist or participate in furtherance or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. No later than one (1) Business Day after the Go-Shop Period End Date, the Company shall provide to Parent (x) a written list of any inquiryall Persons from whom the Company received, proposalafter the date hereof and prior to the Go-Shop Period End Date, offer or other action an Acquisition Proposal that the Company Board determines (after consultation with independent financial advisors and outside legal counsel and upon recommendation thereof by the Special Committee) is bona fide and constitutes, or could would be reasonably be expected to lead to, or otherwise to obtainresult in, a Nova I Superior Proposal (each, a “Go-Shop Excluded Party”), (y) an unredacted copy of any such Acquisition Proposal made in writing (including copies, with such redactions as may be required in order to comply with confidentiality obligations, of any financing commitments relating thereto, which shall include any fee letters), and (z) a written summary of the material terms of any Acquisition Proposal not made in writing (including any financing commitments relating thereto, which shall include any fee letters). Notwithstanding the commencement of the obligations of the Company under Section 6.4(b), from and after the Go-Shop Period End Date, the Company may, until 11:59 p.m. (New York time) on the fifteenth (15th) day following the Go-Shop Period End Date (the “Cut-Off Date”), continue to engage in the activities described in clauses (i) through (v) of Section 6.4(b) with respect to an Acquisition Proposal submitted by a Go-Shop Excluded Party on or before the Go-Shop Period End Date (and not subsequently withdrawn), including with respect to any amended or revised proposal submitted by such Go-Shop Excluded Party on or before the Cut-Off Date (but not a withdrawn Acquisition Proposal; (iii) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose to the stockholders of Nova I any information required to be disclosed under applicable Law); provided, however, that that, only in the case of this clause clauses (iviii) and (v) of Section 6.4(b) below, the obligations in Section 6.4(c), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate Section 6.4(d) and publicly reaffirm, the Nova I Board Recommendation, then such disclosure Section 6.4(e) shall be deemed apply at all times to be a Nova I Change of Recommendation. For purposes of this Agreement, the term “Nova I Go Shop Bidder” shall mean any person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding a Nova I all Acquisition Proposal prior to the Go Shop Period End Time that the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors, prior to the Go Shop Period End Time (or in the case Proposals of any Nova I Acquisition Proposal received fewer than five (5) business days before the date of the Go Go-Shop Period End Time, no later than five (5) business days after the receipt of such Nova I Acquisition Proposal), has resulted in, or would be reasonably likely to result in, a Nova I Superior ProposalExcluded Party.