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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
ith the SEC. In addition, you should be aware that, after amendment of Mobileye's articles of association, following the Offer Closing, pursuant to the Conversion Resolutions proposed to be approved at the EGM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch
e Schedule 14D-9. no employment, equity contribution, or other agreement. arrangement or understanding between any executive officer or director of Mobileye, on the one hand. and Intel. Purchaser or Mobileye. on the other hand, existed as of the date of the Purchase Agreement, and the Offer is not condit
y terms. or at all. 13. Certain Effects of the Offer. Market for the Shares. The purchase of Shafts pursuant to the Offer will reduce the number of Mobileye shareholders and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remai
eration. In addition, you should be aware that, after amendment of Mobileye's articles of association, effective as of the Offer axing, pursuant to the Conversion Resolutions proposed to be approved at the ECM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch
ights." Ill decide not to tender, how will the Offer affect my Shares and what will happen to Mobileye? After the Offe• Closing, we intend to cause Mobileye to terminate the listing of the Shares on NYSE (the "Detesting"). As a result, we anticipate that there will not be an active trading market for the
ed and promptly paid for. See Section 4 —"Withdrawal Rights." Ill decide not to tender, how will the Offer affect my Shares and what will happen to Mobileye? After the Offe• Closing, we intend to cause Mobileye to terminate the listing of the Shares on NYSE (the "Detesting"). As a result, we anticipate
eliminated. In addition, you should be aware that, after amendment of Mobileye's articles of association, following the Offer Closing, pursuant to the Conversion Resolutions proposed to be approved at the EGM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch
e Schedule 14D-9. no employment, equity contribution, or other agreement. arrangement or understanding between any executive officer or director of Mobileye, on the one hand. and Intel. Purchaser or Mobileye. on the other hand, existed as of the date of the Purchase Agreement, and the Offer is not condit
y terms. or at all. 13. Certain Effects of the Offer. Market for the Shares. The purchase of Shafts pursuant to the Offer will reduce the number of Mobileye shareholders and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remai
eration. In addition, you should be aware that, after amendment of Mobileye's articles of association, effective as of the Offer axing, pursuant to the Conversion Resolutions proposed to be approved at the ECM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch
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
ith the SEC. In addition, you should be aware that, after amendment of Mobileye's articles of association, following the Offer Closing, pursuant to the Conversion Resolutions proposed to be approved at the EGM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch
ights." Ill decide not to tender, how will the Offer affect my Shares and what will happen to Mobileye? After the Offe• Closing, we intend to cause Mobileye to terminate the listing of the Shares on NYSE (the "Detesting"). As a result, we anticipate that there will not be an active trading market for the
ed and promptly paid for. See Section 4 —"Withdrawal Rights." Ill decide not to tender, how will the Offer affect my Shares and what will happen to Mobileye? After the Offe• Closing, we intend to cause Mobileye to terminate the listing of the Shares on NYSE (the "Detesting"). As a result, we anticipate
eliminated. In addition, you should be aware that, after amendment of Mobileye's articles of association, following the Offer Closing, pursuant to the Conversion Resolutions proposed to be approved at the EGM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch
e Schedule 14D-9. no employment, equity contribution, or other agreement. arrangement or understanding between any executive officer or director of Mobileye, on the one hand. and Intel. Purchaser or Mobileye. on the other hand, existed as of the date of the Purchase Agreement, and the Offer is not condit
y terms. or at all. 13. Certain Effects of the Offer. Market for the Shares. The purchase of Shafts pursuant to the Offer will reduce the number of Mobileye shareholders and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remai
tion. In addition, you should be aware that, after amendment of Mobileye's articles of association, effective as of the Offer CFI:sing, pursuant to the Conversion Resolutions proposed to be approved at the ECM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch
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
ith the SEC. In addition, you should be aware that, after amendment of Mobileye's articles of association, following the Offer Closing, pursuant to the Conversion Resolutions proposed to be approved at the EGM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch
Entities connected to both Mobileye and the Conversion Resolutions
the Minority Exit Offering Period
ORGANIZATIONthe Mobileye Board
ORGANIZATIONthe Dutch Court
ORGANIZATIONthe Governance Resolutions
ORGANIZATIONExit Offering Period
ORGANIZATIONthe Federal Reserve System
ORGANIZATIONShafts
ORGANIZATIONthe Second Step Distribution and Liquidation
ORGANIZATION
Federal Reserve
ORGANIZATION
Exchange
ORGANIZATION