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. (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. 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. 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.

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. 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. (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 Superior Proposalstandstill, 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.

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. (a) Notwithstanding anything to the contrary contained set forth in this Agreement, from the date of this Agreement but subject to Sections 6.01(b)(3), (d) and (e), during the period beginning until 11:59 p.m. Hong Kong time on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. which is forty-five (New York City time) on the date that is thirty (3045) days after the date of the first public announcement of this Agreement (the “Go Go-Shop Period End TimeDate”), Nova I, the Nova I Company and the Company Subsidiaries and their respective Representatives may and shall have the right (acting under the direction of the Special Committee) to directly or indirectly (i) initiate, solicit and encourage Acquisition Proposals, including by way of public disclosure and by way of providing access to non-public information to any person (each, a “Solicited Person”) pursuant to one or more Acceptable Confidentiality Agreements; provided, that the Company shall promptly provide to Parent any information concerning the Company or the Company Subsidiaries that it has provided to any Solicited Person which was not previously provided to Parent; and (ii) enter into and maintain discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with, assist or participate in, facilitate, or take any other action in connection with any such inquiries, proposals, discussions or negotiations. Within forty-eight (48) hours following the Go-Shop Period End Date, the Company shall notify Parent of the material terms and conditions of any proposal or offers regarding an Acquisition Proposal (including any amendments or modifications thereof) received from any Excluded Party (as defined below) and the identity thereof. Except as otherwise expressly provided in Section 6.4(b), the Company shall (x) immediately cease any discussions with any person (other than Parent and any Excluded Party) that are ongoing as of the Go-Shop Period End Date and that relate, or may reasonably be expected, to lead to an Acquisition Proposal, and (y) promptly request each person (other than Parent and any Excluded Party) that has heretofore executed a 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, destroy) all information required to be returned (or, if applicable, destroyed) by such person under the terms of the applicable agreement. Except as set forth in Section 6.4(b), immediately after the Go-Shop Period End Date until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company agrees that neither it nor any of the Company Subsidiaries shall, nor shall the Company or any of the Company Subsidiaries authorize or permit any of their respective Representatives 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)(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.