Epstein Secrets

may not contain any exclusivity provision or other term that would restrict. in any manner. Mobileye's ability to consummate the transactions contemplated by the Purchase Agreement or to comply with its disclosure obligations to Intel and Purchaser

ghts, or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of Mobileye, including pursuant to a stock purchase, merger. consolidation, tender offer, share exchange, or other transaction involving Mobileye or any of its

ial amendment (including the form, amount and timing of payment of consideration) to any Alternative Acquisition Proposal will be deemed to be a new Alternative Acquisition Proposal for purposes of Mobileye's non-solicitation obligations. For the purposes of the Purchase Agreement, an "Alternative Acquisition Proposal"

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

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 Acquisition Proposal. or any matter relating thereto or consequence thereof. constitute an Intervening Event. Unless the Purchase Agreement is terminated pursu

may not contain any exclusivity provision or other term that would restrict. in any manner. Mobileye's ability to consummate the transactions contemplated by the Purchase Agreement or to comply with its disclosure obligations to Intel and Purchaser

ghts, or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of Mobileye, including pursuant to a stock purchase, merger. consolidation, tender offer, share exchange, or other transaction involving Mobileye or any of its

ial amendment (including the form, amount and timing of payment of consideration) to any Alternative Acquisition Proposal will be deemed to be a new Alternative Acquisition Proposal for purposes of Mobileye's non-solicitation obligations. For the purposes of the Purchase Agreement, an "Alternative Acquisition Proposal"

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

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 Acquisition Proposal. or any matter relating thereto or consequence thereof. constitute an Intervening Event. Unless the Purchase Agreement is terminated pursu

may not contain any exclusivity provision or other term that would restrict. in any manner. Mobileye's ability to consummate the transactions contemplated by the Purchase Agreement or to comply with its disclosure obligations to Intel and Purchaser

ghts, or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of Mobileye, including pursuant to a stock purchase, merger. consolidation, tender offer, share exchange, or other transaction involving Mobileye or any of its

ial amendment (including the form, amount and timing of payment of consideration) to any Alternative Acquisition Proposal will be deemed to be a new Alternative Acquisition Proposal for purposes of Mobileye's non-solicitation obligations. For the purposes of the Purchase Agreement, an "Alternative Acquisition Proposal"