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governmental authority or in any action brought to enjoin the transactions contemplated by the Purchase Agreement. Intel and Purchaser will provide Mobileye with reasonable advance notice of any commitment or material actions that it proposes to undenake in connection with such efforts and frequently co
ny commitment or material actions that it proposes to undenake in connection with such efforts and frequently consult with and consider the views of Mobileye in connection therewith. In addition. Intel or Purchaser, as applicable, will give Mobileye reasonable advance notice of and opportunity to particip
ent (and any amendments thereto) and Mobileye will consider in good faith any comments proposed by Intel or Purchaser. (b) fully participate in (at Inters or Purchaser's expense). but not control, the defense of any such litigation. (c) consult on any settlement with respect to such litigation, and (d)
governmental authority or in any action brought to enjoin the transactions contemplated by the Purchase Agreement. Intel and Purchaser will provide Mobileye with reasonable advance notice of any commitment or material actions that it proposes to undenake in connection with such efforts and frequently co
ny commitment or material actions that it proposes to undenake in connection with such efforts and frequently consult with and consider the views of Mobileye in connection therewith. In addition. Intel or Purchaser, as applicable, will give Mobileye reasonable advance notice of and opportunity to particip
ent (and any amendments thereto) and Mobileye will consider in good faith any comments proposed by Intel or Purchaser. (b) fully participate in (at Inters or Purchaser's expense). but not control, the defense of any such litigation. (c) consult on any settlement with respect to such litigation, and (d)
(x) any action brought or threatened by shareholders of Mobileye (whether on behalf of Mobileye or otherwise) asserting allegations of breach of fiduciary duty or violations of securities laws in connection with
nt to the Purchase Agreement. any action not taken because it was prohibited under the Purchase Agreement (so long as Mobileye requested in writing Inters waiver or consent to take such action and Intel failed to provide such waiver or consent), or any action taken at the express written direction of I
Entities connected to both Mobileye and Inters