Common use of Reasonable Efforts; Notification Clause in Contracts

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject Subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement, the Company and Acquiror shall: (i) use all reasonable efforts to cooperate with one another in determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities and any third parties in connection with the execution and delivery of this Agreement each and the Partnership Merger Agreement, and the consummation of the parties agrees transactions contemplated hereby and thereby, and to timely make all such filings and seek all such consents, approvals, permits and authorizations; (ii) use all commercially reasonable efforts to obtain, in writing, any lender consents listed in Part 5.4 of the Disclosure Letter (the "Lender Consents") in the manner set forth therein, and the lessor consents listed in Part 5.4 of the Disclosure Letter (the "Lessor Consents") (such Lender Consents and Lessor Consents being referred to herein collectively as the "Required Consents") in form reasonably satisfactory to the Company and Acquiror; and (iii) use all reasonable efforts to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effective, in the most expeditious manner practicable, the Merger and effective the transactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise the Partnership Merger Agreement, subject in the case of the Company to minimize the effect exercise by the Board or Special Committee of such statute its duties under applicable law; provided, however, that nothing in this subsection (a) shall require Acquiror to pay or regulation on the Merger and this Agreementcommit to pay any money or other consideration or to incur any liability or other obligation. (b) Nova The Company shall give prompt written notice to Saturn upon becoming aware that Acquiror (i) if any representation or warranty made by it the Company contained in this Agreement has become that is qualified by Company Material Adverse Effect becomes untrue or inaccurate incorrect in any respect, or any such representation or warranty that is not so qualified becomes untrue or incorrect in any material respect, or (ii) of any the failure of Nova by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Acquiror shall give prompt written notice to Nova upon becoming aware that the Company (i) if any representation or warranty made by it Acquiror contained in this Agreement has become becomes untrue or inaccurate incorrect in any material respect, or (ii) of any the failure of Saturn by Acquiror to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it Acquiror under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, unless, to the extent permitted by Section 6.02(b), the Board of Directors of the Company approves or recommends a Superior Proposal, each of the parties agrees to use all commercially its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board shall, if any of Directors shall (i) take all reasonable actions available to them to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or Offer, the Merger, this Agreement, use or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, or any other transaction contemplated by this Agreement, take all commercially reasonable efforts actions available to them to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and Offer, the Merger, this Agreement., and the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action permitted by Section 6.02(b). Nothing in this Agreement shall be deemed to require Parent to agree to dispose of any significant assets or businesses of the Company, Parent or any of their respective subsidiaries. 46 41 (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, which untruth or of any inaccuracy would have a Material Adverse Effect or (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Agreement and which failure would not be satisfiedhave a Material Adverse Effect; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Merger contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreementcarry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, use all commercially reasonable efforts any of its affiliates or Company or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Merger may be consummated as promptly as practicable impose any limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Merger and this AgreementSurviving Corporation). (b) Nova Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3 would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2 would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Company, Parent and Sub agrees to use all commercially reasonable good faith efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedapplications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactionsnon-actions, waiverslicenses, consents, approvals, orders and authorizations approvals or waivers from Governmental Entities and the making of all necessary registrationsother third parties, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , (v) the foregoingdefending of any lawsuits or other legal proceedings, Nova and by persons other than Governmental Entities, challenging this Agreement or the Nova Board shallconsummation of the transactions contemplated hereby or thereby, if including the using of all commercially reasonable efforts necessary to lift, rescind or mitigate the effect of any state takeover statute injunction or similar statute restraining order or regulation is or becomes applicable other order adversely affecting the ability of any party hereto to consummate the Merger or this Agreementtransactions contemplated hereby, use (vi) the using of all commercially reasonable efforts to ensure fulfill all conditions to the obligations of Parent, Sub or the Company pursuant to this Agreement, (vii) the Company taking all commercially reasonable actions requested by Parent in connection with obtaining any consents, waivers or amendments requested by Parent under any outstanding debt instruments of the Company and (viii) the using of all commercially reasonable efforts to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the entry, enactment or promulgation thereof, as the case may be; provided, however, that Parent shall not be obligated to take any action pursuant to the Merger may foregoing if the taking of such action or the obtaining of any waiver, license, consent, approval or exemption is reasonably likely to be consummated materially burdensome to Parent and its subsidiaries taken as promptly as practicable on a whole or to impact (x) in a materially adverse manner the terms operations of Parent or (y) the economic or business benefits of the transactions contemplated by this Agreement and otherwise so as to minimize render to Parent, in the effect good faith judgment of such statute or regulation on Parent, inadvisable the Merger and this Agreementconsummation of the Merger. (b) Nova The Company shall give prompt written notice to Saturn upon becoming aware that Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or (iii) the occurrence of any change or event having, in each caseor which insofar as can reasonably be foreseen to have, such that the conditions set forth in Article VI would not be satisfieda Material Adverse Effect on it; provided, however, that no such notification shall (A) affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations Agreement or proceedings commenced or threatened in writing against, relating to or involving (B) limit or otherwise affecting such party or any of its Subsidiaries that relate affect the remedies available hereunder to the consummation of the Mergerparty receiving such notice. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties Company agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated herebyby the Transaction Documents, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and the making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations and filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, ; (iiiii) the obtaining of all necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties required as a result parties; and (iii) the execution and delivery of any additional documents or instruments necessary, proper or advisable to consummate the transactions contemplated in this Agreementby, (iv) and to fully carry out the defending purposes of, the Transaction Documents. In addition, each of Parent, Merger Sub and the Company agrees to use its commercially reasonable efforts to defend any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the Offer, the Merger, this Agreement or the consummation of the transactions contemplated herebyby the Transaction Documents, including seeking to have any stay or temporary restraining order Order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent, and Parent and Merger Sub shall give prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement has become becomes untrue or inaccurate in any material respect, respect or of any failure of Nova (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn The Company shall give prompt notice use all reasonable efforts to Nova upon becoming aware that encourage its employees to accept any representation or warranty made offers of employment extended by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party Parent or any of its Subsidiaries Affiliates. (d) The Company shall (i) take all actions necessary to ensure that relate no Antitakeover Law is applicable or becomes operative with respect to the consummation of Offer, the Merger, the Transaction Documents or any other transactions contemplated by thereby and (ii) if any Antitakeover Law is applicable or becomes operative with respect to the Offer, the Merger, the Transaction Documents or any other transaction contemplated by this Agreement, take all actions necessary to ensure that the Offer, the Merger and any other transactions contemplated by the Transaction Documents may be consummated as promptly as practicable on the terms contemplated thereby and otherwise to minimize the effect of such Laws on the Offer, the Merger and the other transactions contemplated by the Transaction Documents.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon- actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyrequired by the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In Agreement and the other Transaction Documents and (v) subject to the execution of appropriate confidentiality agreements, reasonably cooperating with all potential sources of financing to the Investor in connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or transactions contemplated by this Agreement, use and the taking of all commercially reasonable efforts to ensure that the Merger steps as may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise necessary or advisable to minimize the effect consummate one or more financing transactions with such potential sources of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained financing, including participating in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply "road shows" with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations issuance of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations securities in one or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.more

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all 40 necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, effective in the most an expeditious manner practicablemanner, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Merger contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreementcarry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, use all commercially reasonable efforts any of its affiliates or Company or the holding separate of the shares of Company Common Stock or imposing or seeking to ensure that the Merger may be consummated as promptly as practicable impose any limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute or regulation on the Merger and this AgreementCompany Common Stock. (b) Nova Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3 would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2 would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Buyer and the Nova Board its board of directors and Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transaction, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger may Transaction and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Buyer or Company or any Subsidiary of company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova Company and Stockholders shall give prompt notice to Saturn Buyer upon becoming aware that any representation or warranty made by it them contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company or Stockholders to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Buyer shall give prompt notice to Nova Company and Stockholders upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Buyer to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon 8.2.1. Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement and the transactions contemplated herebyAncillary Agreements to which they are parties, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityAuthority, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of such Ancillary Agreements or the consummation of the transactions contemplated hereby, by this Agreement or such Ancillary Agreements; including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authorities vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this AgreementAncillary Agreements. (b) Nova 8.2.2. The Company shall give prompt notice to Saturn upon becoming aware that Investor, and Investor shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become or any Ancillary Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue and inaccurate in any material respect, respect or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any Ancillary Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the MergerAncillary Agreements.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to hereto shall use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and the other transactions contemplated herebyby this Agreement, including including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts actions necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Entities, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) ), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of of, or in connection with, the transactions contemplated in by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments reasonably and other documents necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova each Buyer and the Nova Seller and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Sale, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger Sale and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Sale, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require any Buyer or the Seller or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova Seller shall give prompt notice to Saturn the Buyers upon becoming aware that any representation or warranty made by it contained Seller in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova that Seller has failed to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 8.3(a) or Section 8.3(b) hereof would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Seller, or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Such Buyer shall give prompt notice to Nova Seller upon becoming aware that any representation or warranty made by it contained such Buyer in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn that such Buyer has failed to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 8.2(a) or Section 8.2(b) hereof would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties such Buyer, or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; provided, howeverPROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; provided, howeverPROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.5.7

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Merger and the transactions contemplated herebyTransactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transactions or this Agreement, use all commercially reasonable efforts to ensure that the Merger Transactions may be consummated as in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and this Agreement. (b) Nova The Company shall give prompt notice to Saturn Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova The Company will notify Saturn Parent of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova Company (i) upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfiedsatisfied or (ii) in the event Parent intends to undertake a transaction that would require the vote of Parent stockholders; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would Section 6.3(a) or 6.3(b) could not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would Section 6.2(a) or 6.2(b) could not be satisfied; provided, howeverPROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, including, without limitation, Sections 6.1(d) and 6.2, if the Parent shall have elected to consummate the Merger and shall have delivered to the Company the Parent's Notice of Merger Election, each of the parties agrees to use all commercially reasonable commercial efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, practicable the Merger and the other transactions contemplated herebyby this Agreement, including the following: using reasonable commercial efforts (i) the taking of to obtain all reasonable acts other necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of to make all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity), (iiiii) the obtaining of to obtain all necessary consents, approvals or waivers from third parties required as a result of parties, (iii) to prepare the transactions contemplated in this Agreement, Form S-4 and the Information Statement and (iv) the defending of any suitsto repay, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation with funds of the transactions contemplated herebySurviving Corporation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) all of the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms Company's indebtedness contemplated by this Agreement and otherwise to minimize Section 6.6 at the effect of such statute or regulation on the Merger and this AgreementEffective Time. (b) Nova Notwithstanding anything to the contrary in Section 7.2(a), (i) neither Parent nor any of its subsidiaries shall give prompt notice be required to Saturn upon becoming aware that any representation divest, or warranty made by it contained in this Agreement has become untrue cause or inaccurate in permit the Company or its subsidiaries or affiliates to divest, any material respectportion of their respective businesses, product lines or assets; (ii) none of Parent, Merger Sub or the Company shall be required to waive any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions to the Merger set forth in Article VI VIII; and (iii) none of the Parent, Merger Sub or the Company shall be required to take any action that would not cause a condition to the Merger in Article VIII to fail to be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement each of Agreement, except to the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, extent otherwise required by United States regulatory considerations and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated otherwise provided in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement.Section 5.5, (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, respect or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder. (i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Nova Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act. (ii) The Company will notify Saturn furnish to Parent and Sub copies of any actionsall correspondence, suitsfilings or communications (or memoranda setting forth the substance thereof (collectively, claims"Company HSR Documents")) between the Company, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to respective representatives, on the consummation one hand, and any Governmental Entity, or members of the staff of such agency or authority, on the other hand, with respect to this Agreement or the Merger.; provided, (ciii) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it Nothing contained in this Agreement has become untrue or inaccurate in any material respectshall be construed so as to require Parent, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Sub or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actionsCompany, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate their respective subsidiaries or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any assets or businesses of Parent, Sub, the consummation Company or the Surviving Corporation (or to require Parent, Sub, the Company or any of their respective subsidiaries or affiliates to agree to any of the Mergerforegoing). The obligations of each party under Section 5.5(a) to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and with its obligations under this Section 5.5(c).

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties Company agrees to use all commercially its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to fulfill all conditions to the obligations of the other parties hereto set forth in Article VI and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby the Transaction Documents, including the following: (i) the taking of using reasonable best efforts to take all reasonable acts necessary to cause the such conditions precedent set forth in Article VI to be satisfied and not to take acts that would reasonably be expected to result in such conditions not being so satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations filings and filings (including registrations, declarations notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid obtain any required approval, waiver or exemption from any Governmental Entity (including under the HSR Act and any other applicable Antitrust Law, and specifically requesting early termination of the waiting period prescribed by the HSR Act), (iii) obtaining all required consents, qualifications, approvals, waivers or exemptions from the non-governmental Third Parties set forth on Section 5.3(a) of the Company Disclosure Letter, in each case that are necessary to consummate the Merger and (iv) converting any short-term investments (as classified in the consolidated financial statements of the Company and its Subsidiaries) into cash as of the Closing at the reasonable discretion of Parent and executing and delivering any additional documents or instruments, in each case to the extent necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. (b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its reasonable best efforts to make promptly (and in any event no later than five (5) Business Days following the date hereof) any required submissions under the HSR Act and any other Antitrust Law that the Company and Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other Contracts material to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Action by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Action or threat, (3) promptly inform the other party of any material communication concerning the HSR Act or other Antitrust Law to or from any Governmental Entity regarding the Merger and (4) furnish to the other party such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act and any other Antitrust Law. Except as may be prohibited by any Governmental Entity, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any suit, claim, action, investigation or proceeding by under or relating to the HSR Act or any other Antitrust Law. Each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity, (iii) Entity in connection with any such legal proceeding. Parent shall pay all required filing fees in connection with the obtaining of all consents, approvals or waivers from third parties required as a result performance of the transactions contemplated Company, Parent and Merger Sub under this Section 5.3. (c) Notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be required to, nor shall the Company (without the consent of Parent, which may be withheld in Parent’s sole discretion, provided Parent has otherwise complied with the requirements of this AgreementSection 5.3), (iv) negotiate, commit to or effect by Order or otherwise, the defending sale, divestiture or disposition of any suitsassets, claimsproperties or businesses or of the assets, actionsproperties or businesses to be acquired by it pursuant hereto or enter into any Order, investigations accept any undertaking or proceedingscondition or otherwise take or commit to take actions that would limit Parent’s, whether judicial the Company’s or administrativetheir respective Affiliates’ freedom of action with respect to, challenging or ability to retain, any of their businesses, product lines or assets, or otherwise limit Parent’s or its Affiliates’ ability to receive the full benefits of this Agreement (each, a “Regulatory Action”), if such Regulatory Action would, in each case, have a material adverse effect, individually or in the aggregate, on Parent, the Company, and their Affiliates combined. In no event shall Parent or Merger Sub be required to (nor will the Company, without Parent’s consent, which may be withheld at Parent’s sole discretion) pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions transaction contemplated herebyby this Agreement under any Contract. (d) Each of the Company, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedon the one hand, and Parent and Merger Sub, on the other, shall promptly (vand in any event within five (5) Business Days) notify the execution other party in writing if it believes that such party has breached any representation, warranty, covenant or delivery agreement contained in this Agreement that would, individually or in the aggregate, reasonably be likely to result in a failure of a condition set forth in Section 6.2 or Section 6.3 if continuing on the Closing Date. (e) If any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation Antitakeover Law is or becomes may become applicable to the Merger or any of the other transactions contemplated by this Agreement, the Company and the Company Board of Directors (or a committee thereof) shall promptly grant such approvals and use all commercially reasonable efforts to ensure take such other lawful actions as are necessary so that the Merger such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or the Merger, as the case may be, and otherwise take such other commercially reasonable and lawful actions to eliminate or minimize the effect effects of such statute statute, and any regulations promulgated thereunder, on such transactions. (f) Subject to Section 5.3, in the event that any litigation or regulation on other Action is commenced by a Governmental Entity challenging the Merger and the transactions contemplated by this Agreement and such litigation or Action seeks, or would reasonably be expected to seek, to prevent consummation of the Merger and the transactions contemplated by this Agreement, Parent shall use reasonable best efforts to resolve any such litigation or Action and each of the Company, Parent and Merger Sub shall cooperate in good faith with each other and use its respective reasonable best efforts to contest any such litigation or Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the transactions contemplated by this Agreement. (bg) Nova shall give prompt notice Prior to Saturn upon becoming aware that any representation the Closing or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or the earlier termination of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each caseParent shall not, such that the conditions and shall not permit its Affiliates to, acquire or enter into a definitive written agreement to acquire any Person set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements Section 5.3(g) of the parties Company Disclosure Letter, if such acquisition would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under the conditions HSR Act or any other Antitrust Laws with respect to the obligations of Merger and the parties under transactions contemplated by this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement (including the provisions of Section 5.4), each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduc their business or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts (including, without limitation, payment by the Company of all reasonable fees and expenses (including fees and expenses of the Investors and their counsel and any fees and expenses in connection with any filing required to be made by the Investors or their Affiliates pursuant to the HSR Act)) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, effective the Transactions in the most expeditious manner practicable, the Merger and the transactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrationsregistrations and filings, declarations including, without limitation, all filings under the Securities Act, Exchange Act and filings (including registrationsthe HSR Act, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of Third Parties (including, without limitation, necessary waivers and consents under the transactions contemplated in this Credit Agreement), (iviii) the defending of any suits, claims, actions, investigations lawsuits or proceedingsother Proceedings, whether judicial or administrative, challenging this Agreement or any of the other Transaction Documents or the consummation of any of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Agreement and the Nova Board shallother Transaction Documents (including, if any state takeover statute or similar statute or regulation is or becomes applicable without limitation, obtaining an amendment to the Merger or this Credit Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement). (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that the Investors of (i) any representation or warranty made by it contained in this Agreement has become or any of the other Transaction Documents becoming untrue or inaccurate in any material respectrespect or (ii) the failure by it, or of any including its failure of Nova to cause a Subsidiary, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it or any Subsidiary under this Agreement, in each case, such that Agreement or any of the conditions set forth in Article VI would not be satisfiedother Transaction Documents; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn The Investors shall give prompt notice to Nova upon becoming aware that the Company of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, respect or of any (ii) the failure of Saturn by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon A. Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7. to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Bodies and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesBodies, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Body; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) Nova B. Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 7.2.A. or 7.2.B. would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn C. Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 7.3.A. or 7.3.B. would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: : (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, , (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, , (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Merger contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreementcarry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material and significant assets or material and significant categories of assets of Parent, use all commercially reasonable efforts any of its affiliates or Company or the holding separate of the shares of Company Common Stock or imposing or seeking to ensure that the Merger may be consummated as promptly as practicable impose any material limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute or regulation on the Merger and this AgreementCompany Common Stock. (b) Nova Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, or (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts action necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement.A-24 (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.5.7

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, and subject in the case of the Company to the actions permissible pursuant to Section 5.4 (which Section shall not shall not limited or otherwise affect the Company’s obligations under clauses (i) through (v) of this Section), each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyTransactions, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article ARTICLE VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (it being understood that the failure to any of the foregoing shall not constitute a breach of this Section 5.7(a) provided that the Company exercises all reasonable efforts to accomplish the foregoing) and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties under any of its or its subsidiaries’ respective Contracts required as a result to be obtained in connection with the consummation of the transactions contemplated in Transactions that Parent reasonably requests, including those set forth on Section 5.7 of the Company Schedule (it being understood that the failure to any of the foregoing shall not constitute a breach of this AgreementSection 5.7(a) provided that the Company exercises all reasonable efforts to accomplish the foregoing), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyTransactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transactions or this Agreement, use all commercially reasonable efforts to ensure that the Merger Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and this Agreement. (b) Nova In furtherance and not in limitation of the obligations of the parties set forth in Section 5.7(a), and subject thereto, as soon as may be reasonably practicable the Company and Parent each shall file (i) a Notification and Report Form with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act with respect to the Transactions, including the Merger and (ii) any appropriate pre-merger notifications under the Antitrust Laws of any foreign jurisdiction, as reasonably agreed by the parties to be appropriate. The Company and Parent each shall promptly (a) supply the other with any additional information and documentary material that may be requested pursuant to the HSR Act which may be required in order to effectuate such filings and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (b) supply any additional information, which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties reasonably agree to be appropriate. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or any subsidiary or affiliate of Parent (x) to agree to any divestiture by itself or the Company or any of their respective subsidiaries or affiliates of shares of capital stock or of any business, assets or property (an “Action of Divestiture”), or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock, (y) to utilize all reasonable efforts, or otherwise, in responding to formal requests for additional information or documentary material pursuant to 16 C.F.R. 830.20 under the HSR Act, or any other Antitrust Law, for a period of time exceeding sixty (60) days from the receipt of any such initial request, or (z) to take any action under this Section 5.7 requested by any Governmental Entity that has the authority to enforce any Antitrust Law, that seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that Parent shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” means the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. (c) The Company shall give prompt notice to Saturn Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article ARTICLE VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would Section 6.3(a) or 6.3(b) could not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would Section 6.2(a) or 6.2(b) could not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject Subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use all commercially its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyother Transactions, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders Consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suitan Action by, claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all consents, approvals necessary Consents or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, Transactions and to fully carry out the purposes of, of this Agreement, (iv) preventing the entry of any Order of the type set forth in Section 7.01(b) and appealing as promptly as possible any such Order that may be entered, and (v) having discussions with any Person who has made a demand for appraisal of the type that would give rise to a right of termination of this Agreement by Parent under Section 8.01(h) regarding such demand in an effort to have such Person withdraw such demand; provided that this Section 6.03(a) shall not be construed to require any party hereto to make or commit to make any payments (other than de minimus payments) or incur or commit to incur any additional obligations (other than de minimus obligations) to obtain any Consent or waiver from any Person. In connection with furtherance and without limiting not in limitation of the foregoing, Nova and the Nova Board shallparties shall promptly after the date hereof (x) make or cause to be made the filings required of such party in order to obtain all Permits required in connection with the Transactions (including the Merger), including under the HSR Act, if applicable, and any state takeover statute or similar statute or regulation is or becomes other applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement antitrust Laws and otherwise to minimize the effect (y) comply with any request of such statute Government Entity and under the HSR Act, if applicable, for additional information, documents or regulation on the Merger and this Agreementother materials received by such party from any Government Entity in respect of such filings or such transaction. (b) Nova Parent shall take the lead in and control of all discussions, negotiations and other communications with all Government Entities in connection with obtaining approval under any applicable antitrust Laws, including the HSR Act, if applicable. To the extent not expressly prohibited by applicable Law, the Company and Parent shall each cooperate, and cause their Representatives to cooperate, with any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any such approvals from any Governmental Entity, and shall comply promptly with all Laws that may be imposed on it with respect to the Closing. In connection with the actions and procedures referenced in this section, each party shall, and shall cause its Representatives to, (i) promptly and fully inform the other of any written or material oral communication received from or given to any Governmental Entity, (ii) permit the other to review any submission to any Governmental Entity prior to making such submission, (iii) consult with the other in advance of any meeting, material conference or material discussion with any Governmental Entity, and (iv) if permitted to do so by the relevant Governmental Entity, subject to the first sentence of this Section 6.03(b), give the other the opportunity to attend and participate in such meetings, conferences and discussions. (c) Notwithstanding anything to the contrary in this Agreement, neither the Company nor Parent or Sub shall be required to consent to any Action described in Section 7.02(c). (d) The Company shall give prompt notice to Saturn upon becoming aware that Parent, and Parent or Sub shall give prompt notice to the Company, of any representation or warranty warranty, or covenant made by it contained in this Agreement has become becoming untrue or inaccurate in or any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each casecovenant being breached, such that the conditions any condition to Closing set forth in Article VI VII would not be, or could reasonably be expected to be, incapable of being satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (ce) Saturn shall give prompt notice Notwithstanding anything to Nova upon becoming aware that any representation or warranty made by it contained the contrary in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, if required by any Governmental Entity as a condition to consummating the Transactions, Parent, Sub and, to the extent permitted by applicable Law, their respective Affiliates shall do or agree to do the following: (i) divest or hold separate any assets or businesses of any such Person or the Surviving Corporation and its subsidiaries, (ii) not compete with the Surviving Corporation and its subsidiaries in each casespecified geographic areas or lines of business, (iii) restrict the manner in which such Persons or their subsidiaries may carry on business in specified geographic areas or restrict the exercise of the full rights of ownership of the Surviving Corporation, (iv) accept any and all obligations that a Government Entity may impose on such Persons to maintain facilities, operations, places of business, employment levels, products or businesses, or any other restriction, limitation or qualification, (v) make all payments required by any Government Entity, and (vi) take any other action or accept any limitation or restriction necessary to resolve any objections asserted by any Governmental Entity or any other Person with respect to the conditions set forth in Article VI would not be satisfiedTransactions, including the Merger; provided, however, that no Parent may require the Company to take any such notification shall affect actions as they relate to the representations, warranties, covenants or agreements of the parties Company or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actionsCompany Subsidiaries, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting if such party or any of its Subsidiaries that relate to action is conditioned on the consummation of the MergerTransactions.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon 2.4.1 Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7 hereof to be satisfied, (iib) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiic) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ve) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova each Party, and the Nova its respective Board of Directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Merger or transactions contemplated by this Agreement, use all their commercially reasonable efforts to ensure that enable the Merger may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise Agreement. Notwithstanding anything herein to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained contrary, nothing in this Agreement has become untrue or inaccurate in shall be deemed to require any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions Parties to the obligations of the parties under this Agreement. Nova will notify Saturn of agree to any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party divestiture by itself or any of its Subsidiaries that relate to the consummation affiliates of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation shares of capital stock, membership interests or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, ownership interest or of any failure business, assets or property, or the imposition of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that limitation on the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova ability of any actionsof them to conduct their business or to own or exercise control of such assets, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Mergerproperties and stock.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement (including the provisions of Section 5.4), each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, including without limitation Section 5.5 hereto, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the transactions contemplated herebyMerger, and the other Transactions, including the following: (i) the taking preparation and filing with the SEC of all reasonable acts the Offer Documents, the Schedule 14D-9, the information required to be distributed to the shareholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to cause the conditions precedent set forth in Article VI enable Parent's designees to be satisfiedelected to the Company's Board or Directors pursuant to Section 1.4 hereof, the preliminary Proxy Statement and the Proxy Statement and all necessary amendments or supplements thereto; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from any Governmental Entities Entity and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, Transactions and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova Each of the Company, Parent and Purchaser shall give prompt notice to Saturn upon becoming aware that the other of (i) any representation of their representations or warranty made by it warranties contained in this Agreement has becoming untrue or inaccurate in any respect (including receiving Knowledge of any fact, event or circumstance which may cause any representation qualified as to Knowledge to be or become untrue or inaccurate in any material respect, ) or of any (ii) the failure of Nova by them to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement and (v) reasonably cooperating with all potential sources of financing to the Investor in connection with the transactions contemplated by this Agreement, and the taking of all reasonable steps as may be necessary or advisable to consummate one or more financing transactions with such potential sources of financing, including participating in "road shows" with respect to the issuance of securities in one or more private placements or transactions registered under the Securities Act. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board shall, if any of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger this Agreement or any of other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any transaction contemplated by this Agreement, use take all commercially reasonable efforts action reasonably necessary to ensure that the Merger transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement and the Merger and transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require the Investor to dispose of or hold separate any asset or collection of assets. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that the Investor of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectrespect or (ii) the failure by it or any Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it or any Subsidiary under this Agreement; provided, however, that no such -------- ------- notification shall affect the representations, warranties, covenants or agreement of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Investor shall give prompt notice to the Company of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the -------- ------- representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all 73 things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Merger or this Agreementcontrary, use all commercially reasonable efforts to ensure that the Merger may neither Parent nor any of its affiliates shall be consummated as promptly as practicable on the terms contemplated required by this Agreement and otherwise to minimize make proposals, execute or carry out agreements or submit to orders providing for the effect sale or other disposition or holding separate (through the establishment of such statute a trust or regulation otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the Merger and this Agreementability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation). (b) Nova Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3 would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2 would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Parent shall not enter into any acquisition which would be reasonably likely to have the effect of delaying the filing or effectiveness of the Registration Statement or the filing or mailing of the Prospectus/Proxy Statement, the holding of either the Company Stockholders' Meeting or Parent Stockholders' Meeting, or causing the regulatory approvals, consents or expirations in connection with the Antitrust Filings or Other Filings to be materially delayed or not obtained. In connection with and without limiting the Nova foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that the Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Purchaser Party, on the parties one hand, and Target on the other hand agrees to use all commercially its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement and the transactions contemplated herebyProtocol (including the Distribution), including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, ; (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties required as a result parties; and (iii) the execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated in by this AgreementAgreement and the Protocol. In addition, (iv) each of the defending of parties hereto agrees to use its commercially reasonable efforts to defend any suits, claims, actions, investigations lawsuits or legal proceedings, whether judicial or administrative, challenging this Agreement the Purchase or the consummation other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, including seeking to have (ii) impose any stay material limitations or temporary restraining order entered by burdens on any court Purchaser's (or other Governmental Entity vacated any Purchaser Designee's) ownership or reversed, and (v) the execution or delivery operation of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.Assets or

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyby this Agreement, including the following: (i) ensuring that all conditions to the taking of all reasonable acts necessary to cause the conditions precedent Closing set forth in Article VI this Agreement are satisfied as soon as reasonably practical, including executing and delivering all documents required to be satisfieddelivered by such Party at any the Closing and taking any and all actions which may be necessary on its part to cause each other Party to the Documents to so execute and deliver each Document, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Gaiam and the Nova Gaiam Board shall, if any shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger this Agreement or any of other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any transaction contemplated by this Agreement, use take all commercially reasonable efforts action not prohibited by such statute or regulation to ensure that the Merger transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied and the transactions contemplated by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.this

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova Board its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger and this Agreement or this Agreementany of the transactions contemplated hereby and thereby, use all commercially reasonable efforts to ensure that the Merger and this Agreement, and the other transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and Merger, this Agreement, and the transactions contemplated hereby and thereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Acquiror or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any, material business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Acquiror of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 7.3(a) or Section 7.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Acquiror shall give prompt notice to Nova upon becoming aware that Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Acquiror or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 7.2(a) or Section 7.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transactions and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Beacon and its board of directors and the Nova Board Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transactions, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger may Transactions and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Beacon or the effect Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova The Company shall give prompt notice to Saturn Beacon upon becoming aware that any representation or warranty made by it them contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Beacon shall give prompt notice to Nova the Company upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Beacon to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, unless, to the extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the parties agrees to shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyother Transactions, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting Notwithstanding the foregoing, Nova the Company and the Nova Board shall, if its Representatives shall not be prohibited under this Section 6.03(a) from taking any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated action permitted by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this AgreementSection 5.02(b). (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Purchaser, and Purchaser or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn The Company shall give prompt notice use its reasonable best efforts to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that complete the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any audit of its Subsidiaries that relate to consolidated financial statements for the consummation of the Mergerfiscal year ending April 30, 2003 as soon as practicable.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon 6.8.1 Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7 hereof to be satisfied, (iib) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiic) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ve) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova each Party, and the Nova its respective Board of Directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Merger or transactions contemplated by this Agreement, use all their commercially reasonable efforts to ensure that enable the Merger may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require any of the effect Parties to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova 6.8.2 SGT shall give prompt notice to Saturn PHI upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of SGT to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Section 7 hereof would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. 6.8.3 PHI shall give prompt notice to SGT upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova PHI to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parties or the conditions to the obligations of the parties Parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Merger and the transactions contemplated herebyTransactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transactions or this Agreement, use all commercially reasonable efforts to ensure that the Merger Transactions may be consummated as in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and this Agreement. (b) Nova The Company and Parent shall give prompt notice (but in no event more than 48 hours) to Saturn the other upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova The Company and Parent will notify Saturn the other of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Arrangement and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Arrangement, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger Arrangement and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Arrangement, this Agreement and this Agreementthe transactions contemplated hereby. (b) Nova Company shall give prompt notice to Saturn Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 7.3(a) or 7.3(b) would not be satisfied; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova Company upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 7.2(a) or 7.2(b) would not be satisfied; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement, the Transaction Option Agreement and the Stockholders' Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, the Transaction Option Agreement and the Stockholders' Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in the Annex A and Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement, the Transaction Option Agreement or the Stockholders' Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, Nova except pursuant to the Transaction Option Agreement and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Stockholders' Agreement, use all commercially reasonable efforts neither Parent nor any of its affiliates shall be under any obligation to ensure that make proposals, execute or carry out agreements or submit to orders providing for the Merger may be consummated as promptly as practicable sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or the Company or its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Merger and this AgreementSurviving Corporation). (b) Nova Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated hereby, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated hereby. The Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement, the Transaction Option Agreement has become or the Stockholders' Agreement becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, in each case, such that the conditions set forth in the Annex A or Article VI VII would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, the Transaction Option Agreement or the Stockholders' Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that the Company of any representation or warranty made by it or Merger Sub contained in this Agreement, the Transaction Option Agreement has become or the Stockholders' Agreement becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, in each case, such that the conditions set forth in the Annex A or Article VI VII would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations the Transaction Option Agreement or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the MergerStockholders' Agreement.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, including Sections 5.2(c) and 5.4, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger may and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Parent or Company or any Subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova Company shall give prompt notice to Saturn Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement, each party to this Agreement each of the parties agrees to shall use all commercially its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner effective as promptly as reasonably practicable, the Merger and the transactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize bring about the effect satisfaction of such statute all other conditions to the other parties’ obligations to close; provided, however, that nothing in this Agreement shall obligate any party to waive or regulation on modify any of the Merger material terms and conditions of this AgreementAgreement or any of the documents contemplated hereby, except as expressly set forth herein. (bi) Nova Global Crossing shall give prompt written notice to Saturn STT Crossing and STT Hungary promptly upon becoming aware of any event, circumstance, condition, fact, effect, or other matter that has resulted in, or that would be reasonably likely to result in, (A) any representation or warranty made by it contained set forth in this Agreement has become Article II being or becoming untrue or inaccurate in any material respectrespect as of any date on or after the date hereof until the Closing Date, (B) the failure by any Global Crossing Party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (C) any change, effect, event, occurrence, state of facts or development of which it becomes aware that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of any Global Crossing Party to consummate the transaction contemplated by this Agreement; and (ii) XXX Xxxxxxxx xxx/xx XXX Xxxxxxx, as appropriate, shall give written notice to Global Crossing promptly upon becoming aware of any event, circumstance, condition, fact, effect, or other matter that has resulted in, or that would be reasonably likely to result in, (A) any representation or warranty set forth in Article III being or becoming untrue or inaccurate in any material respect as of any date on or after the date hereof until the Closing Date, (B) the failure of Nova by any STT Party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, or (C) any change, effect, event, occurrence, state of facts or development of which it becomes aware that has had or would reasonably be expected to have, individually or in each casethe aggregate, such that a material adverse effect on the conditions set forth in Article VI would not be satisfiedability of any STT Party to consummate the transaction contemplated by this Agreement; provided, however, that no such notification under clause (i) or (ii) above shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that the Company of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I (if they remain applicable) and Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if If any state takeover statute or similar statute or regulation is or becomes may become applicable to the Offer, the Merger or the other transactions contemplated by this Agreement, each of Parent and Company and their respective Boards of Directors shall grant such approvals and use all commercially reasonable efforts to take such lawful actions as are necessary to ensure that the Merger such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effect effects of such statute and any regulations promulgated thereunder on such transactions. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or regulation carry out agreements or submit to orders providing for the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the Merger and this Agreementability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation). (b) Nova Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated hereby, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated hereby. Company shall give prompt notice to Saturn Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Annex I (if they remain applicable) or Article VI would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Annex I (if they remain applicable) or Article VI would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement, (v) reasonably cooperating with all potential sources of financing to Investor in connection with the Merger, and the other transactions contemplated by this Agreement, and the taking of all reasonable steps as may be necessary or advisable to consummate one or more financing transactions with such potential sources of financing, including participating in "road shows" with respect to the issuance of securities in one or more private placements or transactions registered under the Securities Act, (vi) if necessary to obtain recapitalization accounting treatment of the Merger and the transactions contemplated by this Agreement, taking reasonable actions to restructure the Merger and the transactions contemplated by this Agreement and (vii) with respect to any Shares that Investor has acquired by exercise of any option pursuant to the Stockholder Agreement or otherwise, or which Investor has the right to vote, including, without limitation, pursuant to a proxy granted pursuant to the Stockholder Agreement or otherwise, Investor's voting or causing the voting in favor of, or granting or causing the granting of consent or approval with respect to, the Merger and the adoption by the Company of the Merger Agreement and, if applicable,, the SMT/Alliance Merger Agreement and SMT/Alliance Merger. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board shall, if any of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or Merger, this Agreement, use the Stockholder Agreement or any of the other transactions contemplated by this Agreement or the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all commercially reasonable efforts action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require Investor to dispose of or hold separate any asset or collection of assets. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Investor of, to the knowledge of the Company (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in or (ii) the failure by it or any material respect, or of any failure of Nova Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or any Subsidiary under this Agreement; provided, however, that no such notification shall affect the representations, -------- ------- warranties, covenants or agreement of the parties or the conditions to the obligations of the parties under this Agreement. (c) Each of Investor and, from and after formation, Newco shall give prompt notice to the Company of, to the knowledge of Investor or Newco (i) any representation or warranty made by it contained in any material respect this Agreement becoming untrue or inaccurate or (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions any adverse development with respect to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made financing contemplated by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.the

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Buyer and the Nova Board its board of directors and Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transaction, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger may Transaction and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Buyer or Company or any Subsidiary of Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova Company and Stockholders shall give prompt notice to Saturn Buyer upon becoming aware that any representation or warranty made by it them contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company or Stockholders to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Buyer shall give prompt notice to Nova Company and Stockholders upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Buyer to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.5, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments reasonably (including any required supplemental indentures) necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither party shall be required to agree to any consent, approval or waiver that would require such party to take an action that would impair the value that such party reasonably attributes to the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreementthereby. In connection with and without limiting the foregoing, Nova each of the Company and the Nova TMW and its respective Board shall, if any of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger and (ii) if any state takeover statute or this Agreementsimilar statute or regulation becomes applicable to the Merger, use take all commercially reasonable efforts action reasonably necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this AgreementMerger. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that TMW, and TMW shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, respect or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall -------- ------- affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder. (i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Nova Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act. (ii) Except as otherwise required by United States regulatory considerations, the Company will notify Saturn furnish to TMW copies of any actionsall correspondence, suitsfilings or communications (or memoranda setting forth the substance thereof (collectively, claims"Company HSR Documents")) between the Company, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries respective representatives, on the one hand, and any Governmental Entity, or members of the staff of such agency or authority, on the other hand, with respect to this Agreement or the Merger; provided, -------- however, that relate (x) with respect to documents and other materials filed by or ------- on behalf of the Company with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by TMW, copies will not be required to be provided to TMW and (y) with respect to any Company HSR Documents (1) that contain any information which, in the reasonable judgment of Hunton & Xxxxxxxx, should not be furnished to TMW because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of the Company to furnish any such Company HSR Documents to TMW shall be satisfied by the delivery of such Company HSR Documents on a confidential basis to Fulbright & Xxxxxxxx L.L.P. pursuant to a confidentiality agreement in form and substance reasonably satisfactory to TMW. Except as otherwise required by United States regulatory considerations, TMW will furnish to the consummation Company copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "TMW HSR Documents")) between TMW or any of its representatives, on the one hand, and any Governmental Entity, or member of the Merger. (c) Saturn shall give prompt notice staff of such agency or authority, on the other hand, with respect to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfiedMerger; provided, however, that no such notification shall affect (x) with -------- ------- respect to documents and other materials filed by or on behalf of TMW with the representations, warranties, covenants or agreements Antitrust Division of the parties Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the Company, copies will not be required to be provided to the Company, and (y) with respect to any TMW HSR Documents (1) that contain information which, in the reasonable judgment of Fulbright & Xxxxxxxx L.L.P., should not be furnished to the Company because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of TMW to furnish any such TMW HSR Documents to the Company shall be satisfied by the delivery of such TMW HSR Documents on a confidential basis to Hunton & Xxxxxxxx pursuant to a confidentiality agreement in form and substance reasonably satisfactory to the Company. (iii) Nothing contained in this Agreement shall be construed so as to require TMW or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actionsCompany, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate their respective subsidiaries or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any material assets or businesses of TMW, the consummation Company or the Surviving Corporation (or to require TMW, the Company or any of their respective subsidiaries or affiliates to agree to any of the Mergerforegoing). The obligations of each party under Section 5.5(a) to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and with its obligations under this Section 5.5(c).

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.3, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments reasonably (including any required supplemental indentures) necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither party shall be required to agree to any consent, approval or waiver that would require such party to take an action that would impair the value that such party reasonably attributes to the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreementthereby. In connection with and without limiting the foregoing, Nova each of the Company and the Nova EarthLink and its respective Board shall, if any of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger and (ii) if any state takeover statute or this Agreementsimilar statute or regulation becomes applicable to the Merger, use take all commercially reasonable efforts action reasonably necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this AgreementMerger. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that EarthLink, and EarthLink shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, respect or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder. (i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement, but in no event later than fifteen (15) calendar days after the date hereof. Nova Each of the parties agrees to use reasonable best efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act. (ii) Except as otherwise required by United States regulatory considerations, the Company and EarthLink will notify Saturn each furnish to the other, copies of any actionsall correspondence, suitsfilings or communications (or memoranda setting forth the substance thereof) (collectively, claims"HSR Documents") between the Company and EarthLink, investigations or proceedings commenced or threatened in writing againstrespectively, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to their respective representatives, on the consummation one hand, and any Governmental Entity, or members of the Merger. (c) Saturn shall give prompt notice staff of such agency or authority, with respect to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfiedMerger; provided, however, that no such notification shall affect (x) with respect to documents and other materials filed by or on behalf of either the representationsCompany or EarthLink, warranties, covenants or agreements with the Antitrust Division of the parties Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the other party, copies will not be required to be provided to such other party, and (y) with respect to any HSR Documents (1) that contain any information which, in the reasonable judgment of Hogax & Xartxxx X.X.P., on behalf of the Company, and Hunton & Willxxxx, xx behalf of EarthLink, should not be furnished to the Company or EarthLink, as applicable, because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of the Company or EarthLink, as applicable, to furnish any such HSR Documents to the other party, shall be satisfied by the delivery of such HSR Documents on a confidential basis to such party's counsel pursuant to a confidentiality agreement in form and substance reasonably satisfactory to each party. (iii) Nothing contained in this Agreement shall be construed so as to require EarthLink or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actionsCompany, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its their respective Subsidiaries that relate or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any material assets or businesses of EarthLink, the consummation Company or the Surviving Corporation (or to require EarthLink, the Company or any of their respective Subsidiaries or affiliates to agree to any of the Mergerforegoing). The obligations of each party under Section 5.4(a) to use reasonable best efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and with its obligations under this Section 5.4(c).

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties Company agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby the Transaction Documents, including the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and the making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid obtain an approval, waiver or exemption from any Governmental Entity (including, without limitation, under the HSR Act); (iii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from the non-governmental Third Parties; and (iv) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. (b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to make promptly any required submissions under the HSR Act and any other Antitrust Laws which the Company or Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby and (ii) Parent, Merger Sub and the Company shall -31- cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company's business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any suit, claim, action, investigation or proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such suit, claim, action, investigation, proceeding or threat, (3) promptly inform the other party of any material communication concerning the HSR Act or other Antitrust Laws to or from any Governmental Entity regarding the Merger and (4) furnish to the other party such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act and any other Antitrust Laws. Except as may be prohibited by any Governmental Entity, (iii) the obtaining Company and Parent will consult and cooperate with one another, and will consider in good faith the views of all consentsone another, approvals in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or waivers from third parties required as a result proposal made or submitted in connection with any suit, claim, action, investigation or proceeding under or relating to the HSR Act or any other Antitrust Law. Each of the transactions contemplated Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such legal proceeding. (c) Each of the Company, on the one hand, and Parent and Merger Sub, on the other, shall promptly (and in any event within five (5) Business Days) notify the other party in writing if it believes that such party has breached any representation, warranty, covenant or agreement contained in this AgreementAgreement that could, individually or in the aggregate, result in a failure of a condition set forth in Section 6.2 or Section 6.3 if continuing on the Closing Date. (ivd) the defending of If any suits, claims, actions, investigations Antitakeover Laws are or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes may become applicable to the Merger or any of the other transactions contemplated by this Agreement, the Company and the Company Board of Directors shall promptly grant such approvals and use all commercially reasonable efforts to ensure take such other lawful actions as are necessary so that the Merger such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or the Merger, as the case may be, and otherwise take such other commercially reasonable and lawful actions to eliminate or minimize the effect effects of such statute or regulation statute, and any regulations promulgated thereunder, on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementtransactions. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.-32-

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Exchange Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transactions and the other transactions contemplated herebyby this Exchange Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Exchange Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Exchange Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Exchange Agreement. In connection with and without limiting the foregoing, Nova Paradigm and its board of directors and the Nova Board Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transactions, this Exchange Agreement or any of the transactions contemplated by this Exchange Agreement, use all its commercially reasonable efforts to ensure that enable the Merger may Transactions and the other transactions contemplated by this Exchange Agreement to be consummated as promptly as practicable on the terms contemplated by this Exchange Agreement. Notwithstanding anything herein to the contrary, nothing in this Exchange Agreement and otherwise shall be deemed to minimize require Paradigm or the effect Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova The Company shall give prompt notice to Saturn Paradigm upon becoming aware that any representation or warranty made by it them contained in this Exchange Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Exchange Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Exchange Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Paradigm shall give prompt notice to Nova the Company upon becoming aware that any representation or warranty made by it contained in this Exchange Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Paradigm to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Exchange Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Exchange Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties Company agrees to use all commercially its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to fulfill all conditions to the obligations of the other parties hereto set forth in Article VI and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby the Transaction Documents, including the following: (i) the taking of using commercially reasonable efforts to take all reasonable acts necessary to cause the such conditions precedent set forth in Article VI to be satisfied and not to take acts that would reasonably be expected to result in such conditions not being so satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations filings and filings (including registrations, declarations notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid obtain any required approval, waiver or exemption from any Governmental Entity (including under the HSR Act), (iii) obtaining all necessary consents, qualifications, approvals, waivers or exemptions from the non-governmental Third Parties set forth on Section 5.3(a) of the Company Disclosure Letter and (iv) repatriating funds as of the Closing at the reasonable direction of Parent (provided that any such actions shall not be required to be taken if the Company determines in good faith that such actions would result in material and adverse Tax consequences to the Company or its Subsidiaries), converting any short-term investments (as classified in the consolidated financial statements of the Company and its Subsidiaries) into cash as of the Closing at the reasonable discretion of Parent and executing and delivering any additional documents or instruments, in each case to the extent necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. (b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its reasonable best efforts to make promptly (and in any event no later than ten (10) Business Days following the date hereof) any required submissions under the HSR Act and any other Antitrust Law that the Company and Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other Contracts material to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Action by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Action or threat, (3) promptly inform the other party of any material communication concerning the HSR Act or other Antitrust Law to or from any Governmental Entity regarding the Merger and (4) furnish to the other party such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act and any other Antitrust Law. Except as may be prohibited by any Governmental Entity, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any suit, claim, action, investigation or proceeding by under or relating to the HSR Act or any other Antitrust Law. Each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental EntityEntity in connection with any such legal proceeding. Notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be required to, nor shall the Company (iii) without the obtaining consent of all consentsParent, approvals which may be withheld in Parent’s sole discretion), negotiate, commit to or waivers from third parties required as a result effect by Order or otherwise, the sale, divestiture or disposition of any assets, properties or businesses or of the transactions contemplated in assets, properties or businesses to be acquired by it pursuant hereto or enter into any Order, accept any undertaking or condition or otherwise take or commit to take actions that would limit Parent’s, the Company’s or their respective Affiliates’ freedom of action with respect to, or ability to retain, any of their businesses, product lines or assets, or otherwise limit Parent’s or its Affiliates’ ability to receive the full benefits of this Agreement. In no event shall Parent or Merger Sub be required to (nor will the Company, (ivwithout Parent’s consent, which may be withheld at Parent’s sole discretion) the defending of pay any suitsfee, claims, actions, investigations penalty or proceedings, whether judicial other consideration to any third party for any consent or administrative, challenging this Agreement or approval required for the consummation of the transactions transaction contemplated herebyby this Agreement under any Contract. (c) Each of the Company, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedon the one hand, and Parent and Merger Sub, on the other, shall promptly (vand in any event within five (5) Business Days) notify the execution other party in writing if it believes that such party has breached any representation, warranty, covenant or delivery agreement contained in this Agreement that would, individually or in the aggregate, reasonably be likely to result in a failure of a condition set forth in Section 6.2 or Section 6.3 if continuing on the Closing Date. (d) If any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation Antitakeover Law is or becomes may become applicable to the Merger or any of the other transactions contemplated by this Agreement, the Company and the Company Board of Directors shall promptly grant such approvals and use all commercially reasonable efforts to ensure take such other lawful actions as are necessary so that the Merger such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or the Merger, as the case may be, and otherwise take such other commercially reasonable and lawful actions to eliminate or minimize the effect effects of such statute or regulation statute, and any regulations promulgated thereunder, on the Merger and this Agreementsuch transactions. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (ai) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each Each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iiA) the obtaining of all other necessary actions or nonactions, waivers, consents, approvalslicenses, permits, authorizations, orders and authorizations approvals from Governmental Entities Authorities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity), (iiiB) the obtaining of all consents, approvals or waivers from third parties required as a result set forth in Schedule 4.5 of the transactions Logic Disclosure Schedule, and (C) the execution and delivery of any additional instruments necessary to consummate the transaction contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, (ivA) neither SYS nor any of its subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on SYS after the defending Closing, (B) prior to the Closing, Logic shall not be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any suitsother action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Logic, claims(C) no party shall be required to take any action that would reasonably be expected to substantially impair the benefits expected, actionsas of the date hereof, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the to be realized by such party from consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, Merger and (vD) no party shall be required to waive any of the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable conditions to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions Closing set forth in Article VI would not be satisfied; provided, however, that no as they apply to such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Mergerparty. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyin this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyherein, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyin, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Anergen and the Nova Board its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated in this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated in this Agreement may be consummated as promptly as practicable on the terms contemplated by in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated herein. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Corixa or Anergen or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Nova Anergen shall give prompt notice to Saturn upon becoming aware that Corixa of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Nova Anergen to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the A-35 36 representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Corixa shall give prompt notice to Nova upon becoming aware that Anergen of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Saturn Corixa or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.5.7

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and this Agreement. (b) Nova shall give prompt notice the transactions contemplated hereby. Notwithstanding anything herein to Saturn upon becoming aware that any representation or warranty made by it contained the contrary, nothing in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova shall be deemed to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties require Parent or the conditions Company or any subsidiary or affiliate thereof to the obligations of the parties under this Agreement. Nova will notify Saturn of agree to any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party divestiture by itself or any of its Subsidiaries that relate to the consummation affiliates of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, shares of capital stock or of any failure business, assets or property, or the imposition of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that limitation on the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova ability of any actionsof them to conduct their businesses or to own or exercise control of such assets, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Mergerproperties and stock.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable (subject to any applicable Legal Requirements) to consummate and make effective, in the most expeditious manner practicable, the Merger practicable and the transactions contemplated herebyby this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities including, without limitation, from the Texas Public Utilities Commission, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable lawful steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from from, and giving all necessary notices to, third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (v) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova From the date hereof until the Closing, the Sellers shall give prompt notice promptly notify Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to Saturn upon becoming aware that have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by it contained in this Agreement the Sellers hereunder not being true and correct or (C) has become untrue or inaccurate in any material respectresulted in, or could reasonably be expected to result in, the failure of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not Section 8.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; providedand (iv) any actions commenced or, however, that no such notification shall affect to the representations, warranties, covenants or agreements Knowledge of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actionsCompany, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party the Business or any the Company that, if pending on the date of its Subsidiaries this Agreement, would have been required to have been disclosed pursuant to Section 3.12 or that relate relates to the consummation of the Mergertransactions contemplated by this Agreement. (c) Saturn Purchaser’s receipt of information pursuant to this Section 6.5 shall give prompt notice to Nova upon becoming aware that not operate as a waiver or otherwise affect any representation representation, warranty or warranty agreement given or made by it contained the Sellers in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would and shall not be satisfied; provided, however, that no such notification shall affect deemed to amend or supplement the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the MergerSeller Disclosure Schedule.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, subject to the appropriate approval of the shareholders of the Company and Parent, including the following: (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedregistrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from Governmental Entities and other third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , (iv) the foregoingusing of all reasonable best efforts necessary to lift, Nova and rescind or mitigate the Nova Board shalleffect of any injunction or restraining order or other order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby, if any state takeover statute or similar statute or regulation is or becomes (v) the using of all reasonable best efforts to fulfill all conditions applicable to Parent, Sub or the Merger or Company pursuant to this Agreement, use and (vi) the using of all commercially reasonable best efforts to ensure that prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the Merger entry, enactment or promulgation thereof, as the case may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreementbe. (b) Nova The Company shall give prompt written notice to Saturn upon becoming aware that Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become that is qualified as to materiality becoming untrue or inaccurate any such representation or warranty that is not so qualified becoming untrue in any material respect, respect or of any (ii) the material failure of Nova by it to comply with or satisfy in any material respect any 53 58 covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall (i) affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations Agreement or proceedings commenced or threatened in writing against, relating to or involving (ii) limit or otherwise affecting such party or any of its Subsidiaries that relate affect the remedies available hereunder to the consummation of the Mergerparty receiving such notice. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities governmental authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anygovernmental authorities) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entitygovernmental authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity governmental authority vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Merger contrary, neither MTI nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreement, use all commercially reasonable efforts carry out agreements or submit to ensure that orders providing for the Merger may be consummated as promptly as practicable sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of MTI or any of its affiliates or SCI or any of its subsidiaries or the holding separate of the shares of SCI Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the terms contemplated by this Agreement and otherwise ability of MTI or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute SCI Common Stock (or regulation on shares of stock of the Merger and this AgreementSurviving Corporation). (b) Nova Each of SCI, MTI, and Merger Sub will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any governmental authority in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting SCI, MTI or their respective subsidiaries that relates to the consummation of the Merger. SCI shall give prompt notice to Saturn upon becoming aware that MTI of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova SCI to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn MTI shall give prompt notice to Nova upon becoming aware that SCI of any representation or warranty made by it MTI or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn MTI or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated herebyby this Agreement and the Stockholders Agreement, including using its reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with Governmental Entities, if any), (iii) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Entity and (iiiiv) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreementparties. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreement, the Merger or this Agreementany of the other transactions contemplated hereby or thereby, use all commercially their reasonable efforts to ensure that the Merger and the other transactions contemplated hereby or thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing or any other provision of this AgreementAgreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and cooperation to each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other person promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and will supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions condition set forth in Article VI Section 6.02(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that the Company of any representation or warranty made by it or Sub contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions condition set forth in Article VI Section 6.03(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova . (d) Without limiting the generality of the foregoing, the Company shall give Parent the opportunity to participate in the defense of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, litigation against the Company and/or its directors relating to or involving or otherwise affecting such party or any the transactions contemplated by this Agreement at the sole expense of its Subsidiaries that relate to the consummation of the MergerParent.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Purchaser Party, on the parties one hand, and Target on the other hand agrees to use all commercially its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement and the transactions contemplated herebyProtocol (including the Distribution), including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, ; (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties required as a result parties; and (iii) the execution and delivery of any additional documents or instruments necessary to consummate the transactions contemplated in by this AgreementAgreement and the Protocol. In addition, (iv) each of the defending of parties hereto agrees to use its commercially reasonable efforts to defend any suits, claims, actions, investigations lawsuits or legal proceedings, whether judicial or administrative, challenging this Agreement the Purchase or the consummation other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, including seeking to have (ii) impose any stay material limitations or temporary restraining order entered by burdens on any court Purchaser's (or other Governmental Entity vacated any Purchaser Designee's) ownership or reversed, and (v) the execution or delivery operation of any additional instruments reasonably necessary to consummate Assets or (iii) adversely affect either the Merger and tax consequences that any Purchaser Party would have from acquiring the transactions contemplated hereby, and to fully carry out interests specifically identified on Exhibit A or the purposes of, this Agreement. In connection with and without limiting tax treatment of the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this AgreementPurchaser Parties. (b) Nova Target shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectPurchasers of (i) the occurrence, or non-occurrence of any failure of Nova event whose occurrence, or non-occurrence would be likely to comply with or satisfy cause any condition set forth herein to be unsatisfied in any material respect at any covenanttime from the date hereof to the Closing and (ii) any failure of Target or any of its officers, condition directors, employees or agents to comply in any material respect with any covenant or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfiedhereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.4 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the MergerPurchasers. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Target and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Target or the holding separate of the shares of Target Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Target Stock. (b) Nova Target shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Target to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such -------- ------- notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that Target of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the -------- ------- representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement, the Transaction Option Agreement and the Stockholders' Agreements, each of the parties agrees to use all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, the Transaction Option Agreement and the Stockholders' Agreements, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in the Annex A and Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including with respect to antitrust matters, if required) and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement, the Transaction Option Agreement or the Stockholders' Agreements or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, Nova except pursuant to the Transaction Option Agreement and the Nova Board shallStockholders' Agreements, if neither Parent nor any state takeover statute of its affiliates shall be under any obligation to make proposals, execute or similar statute carry out agreements or regulation is submit to orders providing for the sale or becomes applicable other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or the Company or its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable impose any limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Merger and this AgreementSurviving Corporation). (b) Nova Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated hereby, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated hereby. The Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement, the Transaction Option Agreement has become or the Stockholders' Agreements becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, the Transaction Option Agreement or the Stockholders' Agreement and Plan of Merger -- 43 Agreements, in each case, such that the conditions set forth in the Annex A or Article VI VII would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, the Transaction Option Agreement or the Stockholders' Agreements. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that the Company of any representation or warranty made by it or Merger Sub contained in this Agreement, the Transaction Option Agreement has become or the Stockholders' Agreements becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, the Transaction Option Agreement or the Stockholders' Agreements, in each case, such that the conditions set forth in the Annex A or Article VI VII would not be satisfied; , provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations the Transaction Option Agreement or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the MergerStockholders' Agreements.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger may and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Parent or Company or any Subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova Company shall give prompt notice to Saturn Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement, (v) reasonably cooperating with all potential sources of financing to the Investor and Newco in connection with the Merger, and the other transactions contemplated by this Agreement, and the taking of all reasonable steps as may be necessary or advisable to consummate one or more financing transactions with such potential sources of financing, including participating in "road shows" with respect to the issuance of securities in one or more private placements or transactions registered under the Securities Act and (vi) if necessary to obtain recapitalization accounting treatment of the Merger and the transactions contemplated by that Agreement, restructuring the Merger and the transactions contemplated by this Agreement. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board shall, if any of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or Merger, this Agreement, use the Stockholder Agreement or any of the other transactions contemplated by this Agreement or the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all commercially reasonable efforts action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require the Investor to dispose of or hold separate any asset or collection of assets. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that the Investor of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectrespect or (ii) the failure by it or any Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it or any Subsidiary under this Agreement; provided, however, that no such notification shall -------- ------- affect the representations, warranties, covenants or agreement of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Investor shall give prompt notice to the Company of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that or any material adverse development with respect to the conditions set forth in Article VI would not be satisfiedfinancing contemplated by Section 5.7; ----------- provided, however, that no such notification shall affect the representations, -------- ------- warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 7.5, each of the parties Landmark and Parent agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityAuthority, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Landmark nor Parent shall be required to agree to any consent, approval or waiver that would require such party to take an action that would impair the value that such party reasonably attributes to the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreementthereby. In connection with and without limiting the foregoing, Nova Landmark and the Nova its Board shall, if any of Directors shall (1) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger and (2) if any state takeover statute or this Agreementsimilar statute or regulation becomes applicable to the Merger, use take all commercially reasonable efforts action reasonably necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated herebyby this Agreement and the Stockholders Agreement, including using its reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with Governmental Entities, if any), (iii) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Entity and (iiiiv) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreementparties. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreement, the Merger or this Agreementany of the other transactions contemplated hereby or thereby, use all commercially their reasonable efforts to ensure that the Merger and the other transactions contemplated hereby or thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing or any other provision of this AgreementAgreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and cooperation to each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other person promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and will supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions condition set forth in Article VI Section 6.02(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that the Company of any representation or warranty made by it or Sub contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions condition set forth in Article VI Section 6.03(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova . (d) Without limiting the generality of the foregoing, the Company shall give Parent the opportunity to participate in the defense of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, litigation against the Company and/or its directors relating to or involving or otherwise affecting such party or any the transactions -61- contemplated by this Agreement at the sole expense of its Subsidiaries that relate to the consummation of the MergerParent.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (ivii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or this Agreementthe Parent Voting Agreements or any of the transactions contemplated hereby or thereby, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement and by the Parent Voting Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and thereby and otherwise to minimize the effect of such statute or regulation on the Merger and Merger, this Agreement, the Parent Voting Agreements and the transactions contemplated hereby and thereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants Section 6.3(a) or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.6.3

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required (other than consents, approval or waivers, the failure to obtain which would not have a material adverse effect on the Company or Parent, as a result of the transactions contemplated in this Agreementcase may be), (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Section 5.5 or elsewhere in this Agreement, the Company shall not be required to take any action or do any thing if the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that the taking of such action or the doing of such thing would create a substantial risk of liability for breach of its fiduciary duties to the Company's stockholders under applicable law. In connection with and without limiting the foregoing, Nova the Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate such that the condition set forth in any material respectSection 6.2(a) would not be satisfied as a result thereof, or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case, Agreement such that the conditions condition set forth in Article VI Section 6.2(b) would not be satisfiedsatisfied as a result thereof; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that the Company of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate such that the condition set forth in any material respect, Section 6.3(a) would not be satisfied as a result thereof or of any (ii) the failure of Saturn by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, Agreement such that the conditions condition set forth in Article VI Section 6.3(b) would not be satisfiedsatisfied as a result thereof; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Amalgamation and the transactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Chigen and the Nova its Board shall, if any of Directors shall (i) take all reasonable actions to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or Amalgamation, this Agreement, use or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Amalgamation, this Agreement, or the transactions contemplated hereby, take all commercially reasonable efforts actions to ensure that the Merger Amalgamation and the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Amalgamation, this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, Chigen, the Special Committee and the Board of Directors of Chigen shall not be prohibited from taking any action permitted by the terms of this Agreement. (b) Nova Each of the parties shall give prompt notice to Saturn upon becoming aware that the other parties of (i) any material representation or warranty made by it contained in this Agreement has become that is qualified as to materiality becoming untrue or inaccurate in any respect or any such material representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this SECTION 5.3, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments reasonably (including any required supplemental indentures) necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither party shall be required to agree to any consent, approval or waiver that would require such party to take an action that would impair the value that such party reasonably attributes to the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreementthereby. In connection with and without limiting the foregoing, Nova each of the Company and the Nova EarthLink and its respective Board shall, if any of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger and (ii) if any state takeover statute or this Agreementsimilar statute or regulation becomes applicable to the Merger, use take all commercially reasonable efforts action reasonably necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this AgreementMerger. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that EarthLink, and EarthLink shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, respect or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; PROVIDED, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, howeverHOWEVER, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder. (i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement, but in no event later than fifteen (15) calendar days after the date hereof. Nova Each of the parties agrees to use reasonable best efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act. (ii) Except as otherwise required by United States regulatory considerations, the Company and EarthLink will notify Saturn each furnish to the other, copies of any actionsall correspondence, suitsfilings or communications (or memoranda setting forth the substance thereof) (collectively, claims"HSR DOCUMENTS") between the Company and EarthLink, investigations or proceedings commenced or threatened in writing againstrespectively, relating to or involving or otherwise affecting such party or any of its Subsidiaries their respective representatives, on the one hand, and any Governmental Entity, or members of the staff of such agency or authority, with respect to this Agreement or the Merger; PROVIDED, HOWEVER, that relate (x) with respect to documents and other materials filed by or on behalf of either the Company or EarthLink, with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the other party, copies will not be required to be provided to such other party, and (y) with respect to any HSR Documents (1) that contain any information which, in the reasonable judgment of Xxxxx & Xxxxxxx L.L.P., on behalf of the Company, and Hunton & Xxxxxxxx, on behalf of EarthLink, should not be furnished to the consummation Company or EarthLink, as applicable, because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the MergerHSR Act, the obligation of the Company or EarthLink, as applicable, to furnish any such HSR Documents to the other party, shall be satisfied by the delivery of such HSR Documents on a confidential basis to such party's counsel pursuant to a confidentiality agreement in form and substance reasonably satisfactory to each party. (ciii) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it Nothing contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn shall be construed so as to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties require EarthLink or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actionsCompany, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its their respective Subsidiaries that relate or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any material assets or businesses of EarthLink, the consummation Company or the Surviving Corporation (or to require EarthLink, the Company or any of their respective Subsidiaries or affiliates to agree to any of the Mergerforegoing). The obligations of each party under SECTION 5.4(a) to use reasonable best efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and with its obligations under this SECTION 5.4(c).

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Merger contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreement, use all commercially reasonable efforts carry out agreements or submit to ensure that orders providing for the Merger may be consummated as promptly as practicable sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or Company or any of its affiliates or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Merger and this AgreementSurviving Corporation). (b) Nova Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. The Company shall give prompt notice to Saturn upon becoming aware that Parent of any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; PROVIDED, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova upon becoming aware that the Company of any representation or warranty made by it or Merger Sub contained in this Agreement has become becoming untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each caseor any material adverse event involving its business or operations; PROVIDED, such that the conditions set forth in Article VI would not be satisfied; provided, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.3, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any 17 24 additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, Nova each of the Company and the Nova Parent and its respective Board shall, if any of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, (ii) if any state takeover statute or this Agreementsimilar statute or regulation becomes applicable to the Merger, use take all commercially reasonable efforts action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement(iii) cooperate with each other in the arrangements for refinancing any indebtedness of, or obtaining any necessary new financing for, the Company and the Surviving Corporation. (b) Nova The Company shall give prompt notice to Saturn upon becoming aware that Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become becoming untrue or inaccurate in any material respect, respect or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder. (i) Each of the parties hereto (and, in the case of the Company, its ultimate controlling person, as necessary) shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Nova Each of the parties (and, in the case of the Company, its ultimate controlling person, as necessary) agrees to use reasonable efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act. (ii) Except as otherwise required by United States regulatory considerations, the Company will notify Saturn furnish to Fried, Frank, Harris, Shrixxx & Xacoxxxx, xxunsel to Parent and Sub, copies of any actionsall correspondence, suitsfilings or communications (or memoranda setting forth the substance thereof (collectively, claims"Company HSR Documents")) between the Company, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to respective representatives, on the consummation one hand, and any Governmental Entity, or members of the Merger. (c) Saturn shall give prompt notice staff of such agency or authority, on the other hand, with respect to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfiedMerger; provided, however, that no such notification shall affect the representations, warranties, covenants (x) with respect to documents and other materials filed by or agreements on behalf of the parties Company with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by Parent and Sub, copies will not be required to be provided to Fried, Frank, Harris, Shrixxx & Xacoxxxx xxx (y) with respect to any Company HSR Documents (1) that contain any information which, in the conditions reasonable judgment of Fulbright & Jawoxxxx X.X.P., should not be furnished to Parent or Sub because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of the Company to furnish any such Company HSR Documents to Fried, Frank, Harris, Shrixxx & Xacoxxxx xxxll be satisfied by the delivery of such Company HSR Documents on a confidential basis to Fried, Frank, Harris, Shrixxx & Xacoxxxx xxxsuant to a confidentiality agreement in form and substance reasonably satisfactory to Parent. Except as otherwise required by United States regulatory considerations, Parent and Sub will furnish to Fulbright & Jawoxxxx X.X.P., counsel to the obligations Company, copies of all correspondence, filings or communications (or memoranda setting forth the parties under this Agreement. Saturn will notify Nova of any actionssubstance thereof (collectively, suits"Parent HSR Documents")) between Parent, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party Sub or any of its Subsidiaries their respective representatives, on the one hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other hand, with respect to this Agreement or the Merger; provided, however, that relate (x) with respect to documents and other materials filed by or on behalf of Parent or Sub with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the Company, copies will not be required to be provided to Fulbright & Jawoxxxx X.X.P. and (y) with respect to any Parent HSR Documents (1) that contain information which, in the reasonable judgment of Fried, Frank, Harris, Shrixxx & Xacoxxxx, xxould not be furnished to the consummation Company because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the Merger.HSR Act, the obligation of Parent and Sub

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Company, Parent, Sub and Xxxx agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated herebyby this Agreement, including the following: (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedapplications, registrations and filings (including filings with Governmental Entities), (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations approvals or waivers from Governmental Entities and the making of all necessary registrations, declarations other third parties and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiiv) the obtaining execution and delivery of all consents, approvals or waivers from third parties required as a result of any additional instruments necessary to consummate the transactions contemplated in by, and to fully carry out the purposes of, this Agreement, (ivv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including seeking the using of all commercially reasonable efforts necessary to have lift, rescind or mitigate the effect of any stay injunction or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) order adversely affecting the execution or delivery ability of any additional instruments reasonably necessary party hereto to consummate the Merger and the transactions contemplated hereby, and to fully carry out (vi) the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use using of all commercially reasonable efforts to ensure that fulfill all conditions to the Merger may be consummated as promptly as practicable on obligations of Parent, Sub or the terms contemplated by this Agreement and otherwise Company pursuant to minimize the effect of such statute or regulation on the Merger and this Agreement, and (vii) the using of all commercially reasonable efforts to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the entry, enactment or promulgation thereof, as the case may be. (b) Nova The Company shall give prompt written notice to Saturn upon becoming aware that Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement has become that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, or of any (ii) the failure of Nova by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or (iii) the occurrence of any change or event having, in each caseor which insofar as can reasonably be foreseen to have, such that a Material Adverse Effect on the conditions set forth in Article VI would not be satisfiedCompany or Parent, as the case may be; provided, however, that no such notification shall (A) affect the -------- ------- representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations Agreement or proceedings commenced or threatened in writing against, relating to or involving (B) limit or otherwise affecting such party or any of its Subsidiaries that relate affect the remedies available hereunder to the consummation of the Mergerparty receiving such notice. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI V to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, ; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova IA and the Nova Board its board of directors and Grom and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transaction, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger may Transaction and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require IA or Grom to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova Grom shall give prompt notice to Saturn IA upon becoming aware that any representation or warranty made by it them contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Grom to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI V would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn IA shall give prompt notice to Nova Grom upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn IA to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transaction, this Agreement or any of the transactions contemplated by this Agreement, the parties hereto shall use all commercially reasonable efforts to ensure that enable the Merger may Transaction and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require either of the effect parties hereto to agree to any divestiture by itself or any of its affiliates of shares of capital stock, Shareholders interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova The Shareholders agree to monitor and amend the Disclosure Schedule through Closing as information becomes available which warrants inclusion in the Disclosure Schedule. (c) MMT shall give prompt notice to Saturn the Shareholders upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova MMT to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Company and the Nova its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any Subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) Nova Company shall give prompt notice to Saturn Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Parent shall give prompt notice to Nova Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transactions and the other transactions contemplated herebyby this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova Intellinetics and its board of directors and the Nova Board Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger Transactions, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger may Transactions and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Intellinetics or the effect Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and this Agreementstock. (b) Nova The Company shall give prompt notice to Saturn Intellinetics upon becoming aware that any representation or warranty made by it them contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Nova the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn Intellinetics shall give prompt notice to Nova the Company upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of any failure of Saturn Intellinetics to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Purchaser Parties, the Company and the Operating Partnership agrees to use all its commercially reasonable efforts to take, or cause to be taken, all actions, such actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all such things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the REIT Merger, the OP Merger and the other transactions contemplated herebyby the Transaction Documents, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all the necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all the necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all the reasonable steps as may be necessary to avoid any suitobtain all necessary approvals, claim, action, investigation waivers or proceeding by exemptions from any Governmental Entity; (ii) the obtaining of the necessary consents, approvals, waivers or exemptions from non-governmental third parties; and (iii) the obtaining execution and delivery of all consents, approvals any additional documents or waivers from third parties required as a result of instruments necessary to consummate the transactions contemplated in by, and to fully carry out the purposes of, this AgreementAgreement and the Transaction Documents. In addition, (iv) each of the defending of Purchaser Parties and the Company agree to use its commercially reasonable efforts to defend any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Transaction Documents or the consummation of the transactions contemplated herebyby either thereof, including seeking to have any stay or stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed; provided, and (v) that each of the execution or delivery of any additional instruments reasonably necessary to consummate Purchaser Parties, the Merger Company and the transactions contemplated herebyOperating Partnership shall pay its own legal expenses with respect thereto. If, and at any time after the Closing, any further action is necessary or desirable to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or purpose of this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated proper officers, trustees, directors or partners, of the Purchaser Parties, the Company and the Operating Partnership, as promptly as practicable on applicable, shall take such necessary action. From the terms contemplated by date of this Agreement and otherwise through the Effective Time, the Company shall timely file, or cause to minimize be filed, with the effect of such statute or regulation on the Merger and this AgreementSEC all Company SEC Documents required to be so filed by applicable Law. (b) Nova If required by the HSR Act, the Purchaser Parties, the Company and the Operating Partnership shall promptly compile and file (or will cause their “ultimate parent entities” (as determined for purposes of the HSR Act) to file) a pre-merger notification and report pursuant to the HSR Act containing such information respecting such party as the HSR Act requires. Each of the Purchaser Parties, the Company and the Operating Partnership shall be responsible for its own expenses incurred in connection with the preparation of any of the reports and other information required by the HSR Act. Any filing fees under the HSR Act shall be split equally between the Company and Parent. (c) The Company or the Operating Partnership shall give prompt notice to Saturn upon becoming aware that the Purchaser Parties and the Purchaser Parties shall give prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement has become that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect, respect or of any failure of Nova (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that (A) such notification shall only be required to the extent that the matter in question would prevent satisfaction of a condition specified in Article VI and (B) no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; providedprovided further, however, that no such notification required pursuant to clause (i) above shall affect be required only as soon as practicable after the representations, warranties, covenants or agreements of the parties Company or the conditions Purchaser Parties, as the case may be, becomes aware of such untruth or inaccuracy. (d) The Company agrees to take any further actions necessary to render any and all limitations on transfer or ownership of (i) Company Shares as set forth in the Company Charter, including, but not limited to, those set forth in Section 4 thereof, and (ii) LP Units in the Operating Partnership inapplicable to the obligations of REIT Merger, the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to OP Merger and the consummation of the Mergerother Transactions.