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necessary to comply with applicable law is made available to Mobileye shareholders in advance of the EGM (and any subsequent ECM) or (y) to solicit additional proxies in favor of the approvals set forth in the Purchase
ween Mobileye. Purchaser, or any affiliate of Intel: (i) a statutory legal (bilateral or triangular) demerger (juridische (driehoeks-) splitsing) of Mobileye in accordance with Article 2:334a et seq. of the DCC: (j) a contribution of cash and/or assets by Purchaser, Intel, or by any affiliate of Intel in
ution: (d) if permissible under applicable law, the commencement by Purchaser of the Compulsory Acquisition: (e) an election by Mobileye pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes. as reasonably determined by Intel or Purchaser: (f) the
What is the Pre-Wired Asset Sale Ruling, and how Is It related to the Minimum Condition? Under the Purchase Agreement. Mobileye (which is a tax resident of Israel) has agreed. as soon as reasonably practicable after the execution of the Purchase Agreement. and in consultation
Israel's Law for the Encouragement of Capital Investment. 1959. or require any recapture of any previously claimed incentive, and the entitlement of Mobileye or any of its subsidiaries to any such incentive shall be preserved despite the Asset Sale (clauses (a) and (b) together. the "Pre-Wired Asset Sale
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition, or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
iting periods under. all required clearances or approvals under other applicable regulatory or antitrust laws, as agreed to by Purchaser, Intel. and Mobileye under the terms of the Purchase Agreement. The "Restraints Condition" requires that there is not in effect any law, regulation. order, or injunctio
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
iting periods under. all required clearances or approvals under other applicable regulatory or antitrust laws, as agreed to by Purchaser, Intel. and Mobileye under the terms of the Purchase Agreement. The "Restraints Condition" requires that there is not in effect any law, regulation. order, or injunctio
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
iting periods under. all required clearances or approvals under other applicable regulatory or antitrust laws, as agreed to by Purchaser, Intel. and Mobileye under the terms of the Purchase Agreement. The "Restraints Condition" requires that there is not in effect any law, regulation. order, or injunctio
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
ion of such guarantee prior to the Expiration Time) that, together with the Shares then owned by Intel or its affiliates, represents at least 95% of Mobileye's issued capital (geplarasi kapitaal) immediately prior to the Expiration Time, provided that this threshold (a) may be lowered by Intel, in its so
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition, or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
Entities connected to both Mobileye and U.S. Treasury Regulations Section 301.7701-3