Common use of No Change of Recommendation Clause in Contracts

No Change of Recommendation. Except as expressly provided in Sections 6.02(d), 6.02(e) and 8.04(d), neither the Nova II Board, nor any committee thereof, nor any group of directors, formally or informally, shall: (1) change, withhold, withdraw, qualify or modify or publicly propose or announce or authorize or resolve to, or announce its intention to change, withhold, withdraw, qualify or modify, in each case in a manner adverse to the Other Parties, the Nova II Board Recommendation; (2) authorize, approve, endorse, declare advisable, adopt or recommend or propose to publicly authorize, approve, endorse, declare advisable, adopt or recommend, any Nova II Acquisition Proposal; (3) authorize, cause or permit Nova II or any Nova II Subsidiary to enter into any Alternative Acquisition Agreement for any Nova II Acquisition Proposal; or (4) fail to make the Nova II Board Recommendation or fail to include the Nova II Board Recommendation in the Proxy Statement (any action described in clauses (1), (2) or (4) of this Section 6.02(c) being referred to as a “Nova II Change of Recommendation”).

No Change of Recommendation. Except as expressly provided in Sections 6.02(d6.01(d), 6.02(e6.01(e) and 8.04(d8.03(d), neither the Nova II I Board, nor any committee thereof, nor any group of directors, formally or informally, shall: (1) change, withhold, withdraw, qualify or modify or publicly propose or announce or authorize or resolve to, or announce its intention to change, withhold, withdraw, qualify or modify, in each case in a manner adverse to the Other Parties, the Nova II I Board Recommendation; (2) authorize, approve, endorse, declare advisable, adopt or recommend or propose to publicly authorize, approve, endorse, declare advisable, adopt or recommend, any Nova II I Acquisition Proposal; (3) authorize, cause or permit Nova II I or any Nova II I Subsidiary to enter into any Alternative Acquisition Agreement for any Nova II I Acquisition Proposal; or (4) fail to make the Nova II I Board Recommendation or fail to include the Nova II I Board Recommendation in the Proxy Statement (any action described in clauses (1), (2) or (4) of this Section 6.02(c6.01(c) being referred to as a “Nova II I Change of Recommendation”).

No Change of Recommendation. Except as expressly provided in Sections 6.02(d6.01(d), 6.02(e6.01(e) and 8.04(d8.03(d), neither the Nova II I Board, nor any committee thereof, nor any group of directors, formally or informally, shall: (1) change, withhold, withdraw, qualify or modify or publicly propose or announce or authorize or resolve to, or announce its intention to change, withhold, withdraw, qualify or modify, in each case in a manner adverse to the Other Parties, the Nova II I Board Recommendation; (2) authorize, approve, endorse, declare advisable, adopt or recommend or propose to publicly authorize, approve, endorse, declare advisable, adopt or recommend, any Nova II I Acquisition Proposal; (3) authorize, cause or permit Nova II I or any Nova II I Subsidiary to enter into any Alternative Acquisition Agreement for any Nova II I Acquisition Proposal; or (4) fail to make the Nova II I Board Recommendation or fail to include the Nova II I Board Recommendation in the Proxy Statement (any action described in clauses (1), (2) or (4) of this Section 6.02(c6.01(c) being referred to as a “Nova II I Change of Recommendation”).. Table of Contents

No Change of Recommendation. Except as expressly provided in Sections 6.02(d), 6.02(e) and 8.04(d), neither the Nova II Board, nor any committee thereof, nor any group of directors, formally or informally, shall: (1) change, withhold, withdraw, qualify or modify or publicly propose or announce or authorize or resolve to, or announce its intention to change, withhold, withdraw, qualify or modify, in each case in a manner adverse to the Other Parties, the Nova II Board Recommendation; (2) authorize, approve, endorse, declare advisable, adopt or recommend or propose to publicly authorize, approve, endorse, declare advisable, adopt or recommend, any Nova II Acquisition Proposal; (3) authorize, cause or permit Nova II or any Nova II Subsidiary to enter into any Alternative Acquisition Agreement for any Nova II Acquisition Proposal; or (4) fail to make the Nova II Board Recommendation or fail to include the Nova II Board Recommendation in the Proxy Statement (any action described in clauses (1), (2) or (4) of this Section 6.02(c) being referred to as a “Nova II Change of Recommendation”).. Table of Contents