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esigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the articles of association of Mobileye, including to convert Mobileye from a public limited liability company (naamloze vennootschap or N.V.) to a private company with limited liability
w), not to be unreasonably withheld, conditioned, or delayed) and (3) appoint an affiliate of Purchaser as the custodian of the books and records of Mobileye in accordance with section 2:24 of the DCC: and (g) conduct such other business as may properly come before the meeting. To the extent that, at th
ordance with section 2:24 of the DCC: and (g) conduct such other business as may properly come before the meeting. To the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are describ
directors of the Mobileye Board will resign. other than at least two independent, non-executive directors as mutually agreed upon by Purchaser and Mobileye (unless two of the current independent, non-executive directors do not agree to serve on the Mobileye Board after the Offer Closing, in which case P
uture growth. If you do not tender your Shares, but the Post-Offer Reorganization is consummated. you also will no longer have an equity interest in Mobileye. Similarly. after selling your Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority
ares and (b) the date the completion of the Second Step Distribution and Liquidation. Purchaser expects that, subject to the receipt of approval of the Governance Resolutions by Mobileye shareholders at the EGM. at least five designees of Purchaser will be appointed to the Mobileye Board effective upon the Offer Closing.
esigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the articles of association of Mobileye, including to convert Mobileye from a public limited liability company (naamloze vennootschap or N.V.) to a private company with limited liability
w), not to be unreasonably withheld, conditioned, or delayed) and (3) appoint an affiliate of Purchaser as the custodian of the books and records of Mobileye in accordance with section 2:24 of the DCC: and (g) conduct such other business as may properly come before the meeting. To the extent that, at th
ordance with section 2:24 of the DCC: and (g) conduct such other business as may properly come before the meeting. To the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are describ
directors of the Mobileye Board will resign. other than at least two independent, non-executive directors as mutually agreed upon by Purchaser and Mobileye (unless two of the current independent, non-executive directors do not agree to serve on the Mobileye Board after the Offer Closing, in which case P
uture growth. If you do not tender your Shares, but the Post-Offer Reorganization is consummated. you also will no longer have an equity interest in Mobileye. Similarly. after selling your Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority
ares and (b) the date the completion of the Second Step Distribution and Liquidation. Purchaser expects that, subject to the receipt of approval of the Governance Resolutions by Mobileye shareholders at the EGM. at least five designees of Purchaser will be appointed to the Mobileye Board effective upon the Offer Closing.
esigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the articles of association of Mobileye, including to convert Mobileye from a public limited liability company (naamloze vennootschap or N.V.) to a private company with limited liability
w), not to be unreasonably withheld, conditioned, or delayed) and (3) appoint an affiliate of Purchaser as the custodian of the books and records of Mobileye in accordance with section 2:24 of the DCC: and (g) conduct such other business as may properly come before the meeting. To the extent that, at th
ordance with section 2:24 of the DCC: and (g) conduct such other business as may properly come before the meeting. To the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are describ
directors of the Mobileye Board will resign. other than at least two independent, non-executive directors as mutually agreed upon by Purchaser and Mobileye (unless two of the current independent, non-executive directors do not agree to serve on the Mobileye Board after the Offer Closing, in which case P
uture growth. If you do not tender your Shares, but the Post-Offer Reorganization is consummated. you also will no longer have an equity interest in Mobileye. Similarly. after selling your Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority
ares and (b) the date the completion of the Second Step Distribution and Liquidation. Purchaser expects that, subject to the receipt of approval of the Governance Resolutions by Mobileye shareholders at the EGM. at least five designees of Purchaser will be appointed to the Mobileye Board effective upon the Offer Closing.
ed from the Mobileye Board in accordance with the Purchase Agreement: the Governance Resolutions have been adopted at the EGM or a subsequent EGM: Mobileye has delivered to Intel a certificate signed by an authorized officer of Mobileye dated as of the date on which the Offer expires certifying that the
dverse Effect Condition: certain directors who are being replaced have resigned from the Mobileye Board in accordance with the Purchase Agreement: the Governance Resolutions have been adopted at the EGM or a subsequent EGM: Mobileye has delivered to Intel a certificate signed by an authorized officer of Mobileye dated as
ed from the Mobileye Board in accordance with the Purchase Agreement: the Governance Resolutions have been adopted at the EGM or a subsequent EGM: Mobileye has delivered to Intel a certificate signed by an authorized officer of Mobileye dated as of the date on which the Offer expires certifying that the
dverse Effect Condition: certain directors who are being replaced have resigned from the Mobileye Board in accordance with the Purchase Agreement: the Governance Resolutions have been adopted at the EGM or a subsequent EGM: Mobileye has delivered to Intel a certificate signed by an authorized officer of Mobileye dated as
Entities connected to both Mobileye and the Governance Resolutions
the Minority Exit Offering Period
ORGANIZATIONthe Mobileye Board
ORGANIZATIONMobikye
ORGANIZATIONthe Acceptance Time
ORGANIZATIONthe Dutch Court
ORGANIZATIONthe Pre-Wired Asset Sale Resolutions
ORGANIZATIONthe Conversion Resolutions
ORGANIZATIONExit Offering Period
ORGANIZATIONthe Second Step Distribution and Liquidation
ORGANIZATIONthe Federal Trade Commission
ORGANIZATION