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of the Purchase Agreement and prior to the Expiration Time. that has not arisen as a result of any actions taken by Mobileye in breach of the Purchase Agreement, which causes the Mobileye Board to determine in good faith (after consultation with its outside legal counsel a
ultation with its outside legal counsel and financial advisors) that the failure to make an Adverse Recommendation Change would be inconsistent with Mobileye's directors' fiduciary duties under the laws of The Netherlands. provided that in no event will the receipt. existence. or terms of an Alternative A
t will the receipt. existence. or terms of an Alternative Acquisition Proposal. or any matter relating thereto or consequence thereof. constitute an Intervening Event. Unless the Purchase Agreement is terminated pursuant to its terms. neither Mobileye nor the Mobileye Board (or any committee thereof) shall take a
of the Purchase Agreement and prior to the Expiration Time. that has not arisen as a result of any actions taken by Mobileye in breach of the Purchase Agreement, which causes the Mobileye Board to determine in good faith (after consultation with its outside legal counsel a
ultation with its outside legal counsel and financial advisors) that the failure to make an Adverse Recommendation Change would be inconsistent with Mobileye's directors' fiduciary duties under the laws of The Netherlands. provided that in no event will the receipt. existence. or terms of an Alternative A
t will the receipt. existence. or terms of an Alternative Acquisition Proposal. or any matter relating thereto or consequence thereof. constitute an Intervening Event. Unless the Purchase Agreement is terminated pursuant to its terms. neither Mobileye nor the Mobileye Board (or any committee thereof) shall take a
to effect an Adverse Recommendation Change or to terminate the Purchase Agreement in order to enter into the alternative acquisition agreement. and Mobileye will have: provided Intel and Purchaser four business days' prior written notice, which will state expressly: • that Mobileye has received a Superi
e Mobileye Board will have determined in good faith, after consultation with its outside legal counsel and financial advisors, that in light of such Intervening Event and taking into account any revised terms proposed by Intel and Purchaser, the failure to make an Adverse Recommendation Change would be inconsiste
to effect an Adverse Recommendation Change or to terminate the Purchase Agreement in order to enter into the alternative acquisition agreement. and Mobileye will have: provided Intel and Purchaser four business days' prior written notice, which will state expressly: • that Mobileye has received a Superi
e Mobileye Board will have determined in good faith, after consultation with its outside legal counsel and financial advisors, that in light of such Intervening Event and taking into account any revised terms proposed by Intel and Purchaser, the failure to make an Adverse Recommendation Change would be inconsiste
Entities connected to both Mobileye and Intervening Event
the Mobileye Board
ORGANIZATIONthe Acceptance Time
ORGANIZATIONAlternative Acquisition
ORGANIZATIONthe "Israel Equity Tax Ruling
ORGANIZATIONthe Compensation Committee of
ORGANIZATIONthe Adverse Recommendation Change
ORGANIZATIONthe "Israel Tax Rulings-
ORGANIZATION