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at least 95% of Mobileye's issued capital (geplaatst kapitaal). and Purchaser and Intel elect to have Purchaser commence the Compulsory Acquisition, Purchaser would then com
ffer Consideration (with such price potentially being increased by Dutch Statutory Interest). Any dividend or other distribution made by Mobileye to Mobileye shareholders during such period will be credited against the amount to be paid by Purchaser to the non-tendering Mobileye shareholders. The Dutch C
rmine the per Share price, which may be greater than, equal to or less than the Offer Consideration (with such price potentially being increased by Dutch Statutory Interest). Any dividend or other distribution made by Mobileye to Mobileye shareholders during such period will be credited against the amount to be paid by
shareholder in Mobileye: and (c) the non-tendering Mobileye shareholders would continue to own Shares representing. in the aggregate. a minority of the Shares then outstand
shareholders in connection with the EGM. and you should consult and read carefully any shareholders circular or other materials provided to you by Mobileye in connection with the EGM. This Offer to Purchase and the Letter of Transmittal contain important information that should be read carefully before
mine the per Share price, which may be greater than, equal to, or less than the Offer Consideration (with such price potentially being increased by Dutch Statutory Interest). Upon execution (tenuirvoerlegging) of the Dutch Court's ruling in the Compulsory Acquisition, each non-tendering Mobileye shareholder will receive
non-tendering Mobileye shareholders in accordance with Section 2:92a or Section 2:201a of the Dutch Civil Code (the "DM"). In the Compulsory Acquisition proceeding. while
n cash, without interest, equal to the product obtained by multiplying (x) the Offer Consideration by (y) the total number of Shares subject to such Mobileye RSU. Any such payment with respect to a Terminating RSU shall be subject to all applicable federal, state and local tax withholding requirements, a
ermine the per Share price, which may be greater than, equal to or less than the Offer Consideration, with such price potentially being increased by Dutch Statutory Interest. The non-tendering Mobileye shareholders do not have the right to commence a Compulsory Acquisition proceeding to oblige us to buy their Shares. Se
at least 95% of Mobileye's issued capital (geplaatst kapitaal). and Purchaser and Intel elect to have Purchaser commence the Compulsory Acquisition, Purchaser would then com
ffer Consideration (with such price potentially being increased by Dutch Statutory Interest). Any dividend or other distribution made by Mobileye to Mobileye shareholders during such period will be credited against the amount to be paid by Purchaser to the non-tendering Mobileye shareholders. The Dutch C
rmine the per Share price, which may be greater than, equal to or less than the Offer Consideration (with such price potentially being increased by Dutch Statutory Interest). Any dividend or other distribution made by Mobileye to Mobileye shareholders during such period will be credited against the amount to be paid by
shareholder in Mobileye: and (c) the non-tendering Mobileye shareholders would continue to own Shares representing. in the aggregate. a minority of the Shares then outstand
shareholders in connection with the EGM. and you should consult and read carefully any shareholders circular or other materials provided to you by Mobileye in connection with the EGM. This Offer to Purchase and the Letter of Transmittal contain important information that should be read carefully before
mine the per Share price, which may be greater than, equal to, or less than the Offer Consideration (with such price potentially being increased by Dutch Statutory Interest). Upon execution (tenuirvoerlegging) of the Dutch Court's ruling in the Compulsory Acquisition, each non-tendering Mobileye shareholder will receive
non-tendering Mobileye shareholders in accordance with Section 2:92a or Section 2:201a of the Dutch Civil Code (the "DM"). In the Compulsory Acquisition proceeding. while
n cash, without interest, equal to the product obtained by multiplying (x) the Offer Consideration by (y) the total number of Shares subject to such Mobileye RSU. Any such payment with respect to a Terminating RSU shall be subject to all applicable federal, state and local tax withholding requirements, a
ermine the per Share price, which may be greater than, equal to or less than the Offer Consideration, with such price potentially being increased by Dutch Statutory Interest. The non-tendering Mobileye shareholders do not have the right to commence a Compulsory Acquisition proceeding to oblige us to buy their Shares. Se
non-tendering Mobileye shareholders in accordance with Section 2:92a or Section 2:201a of the Dutch Civil Code (the "DM"). In the Compulsory Acquisition proceeding. while
n cash, without interest, equal to the product obtained by multiplying (x) the Offer Consideration by (y) the total number of Shares subject to such Mobileye RSU. Any such payment with respect to a Terminating RSU shall be subject to all applicable federal, state and local tax withholding requirements, a
ermine the per Share price, which may be greater than, equal to or less than the Offer Consideration, with such price potentially being increased by Dutch Statutory Interest. The non-tendering Mobileye shareholders do not have the right to commence a Compulsory Acquisition proceeding to oblige us to buy their Shares. Se
shareholder in Mobileye: and (c) the non-tendering Mobileye shareholders would continue to own Shares representing. in the aggregate. a minority of the Shares then outstand
shareholders in connection with the EGM. and you should consult and read carefully any shareholders circular or other materials provided to you by Mobileye in connection with the EGM. This Offer to Purchase and the Letter of Transmittal contain important information that should be read carefully before
mine the per Share price, which may be greater than, equal to, or less than the Offer Consideration (with such price potentially being increased by Dutch Statutory Interest). Upon execution (tenuirvoerlegging) of the Dutch Court's ruling in the Compulsory Acquisition, each non-tendering Mobileye shareholder will receive
at least 95% of Mobileye's issued capital (geplaatst kapitaal). and Purchaser and Intel elect to have Purchaser commence the Compulsory Acquisition, Purchaser would then com
ffer Consideration (with such price potentially being increased by Dutch Statutory Interest). Any dividend or other distribution made by Mobileye to Mobileye shareholders during such period will be credited against the amount to be paid by Purchaser to the non-tendering Mobileye shareholders. The Dutch C
rmine the per Share price, which may be greater than, equal to or less than the Offer Consideration (with such price potentially being increased by Dutch Statutory Interest). Any dividend or other distribution made by Mobileye to Mobileye shareholders during such period will be credited against the amount to be paid by
filing process for each of these jurisdictions are provided in Item 8 of the Schedule 14D-9. In accordance with the terms of the Purchase Agreement. Mobileye. Intel and Purchaser have agreed to promptly (and consistent with market practice) make all such filings. Intel and Purchaser are not currently awa
ermine the per Share price. which may be greater than, equal to or less than the Offer Consideration, with such price potentially being increased by Dutch Statutory Interest. The non-tendering Mobileye shareholders do not have the right to commence a Compulsory Acquisition proceeding to oblige Purchaser to buy their Sha
Entities connected to both Mobileye and Dutch Statutory Interest
the Minority Exit Offering Period
ORGANIZATIONthe Dutch Court
ORGANIZATIONthe Israel Equity Tax Ruling
ORGANIZATIONthe Dutch Court's
ORGANIZATIONCompulsory Acquisition
ORGANIZATIONthe Amsterdam Court of Appeals
ORGANIZATIONthe Dutch Civil
ORGANIZATIONExit Offering Period
ORGANIZATIONDutch Court
ORGANIZATIONthe "Equity Award Adjustment Ratio
ORGANIZATIONMobileye RSU
ORGANIZATIONU.S. Treasury Regulations Section
ORGANIZATIONthe Compulsory Acquisition of Shares
ORGANIZATIONthe Offer Considezation
ORGANIZATIONthe Enterprise Chamber
ORGANIZATIONGereelushof Amsterdam
LOCATIONMobileye Option
ORGANIZATIONGoing Private Transactions
ORGANIZATIOND.F. King & Co..
ORGANIZATION