8
Shared Docs
8
Same-Page
11 / 8
Mentions
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
Purchaser would then complete the Post-Offer Reorganization by commencing a statutory proceeding before the Enterprise Chamber (Ondememingskamer) of the Amsterdam Court of Appeals (Gereelushof Amsterdam) (the "Dutch Court") for the compulsory acquisition (airkoopprocedure) of non- tendered shares as provided by Dutch law (the
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
Purchaser would then complete the Post-Offer Reorganization by commencing a statutory proceeding before the Enterprise Chamber (Ondememingskamer) of the Amsterdam Court of Appeals (Gereelushof Amsterdam) (the "Dutch Court") for the compulsory acquisition (airkoopprocedure) of non- tendered shares as provided by Dutch law (the
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
Purchaser would then complete the Post-Offer Reorganization by commencing a statutory proceeding before the Enterprise Chamber (Ondememingskamer) of the Amsterdam Court of Appeals (Gereelushof Amsterdam) (the "Dutch Court") for the compulsory acquisition (airkoopprocedure) of non- tendered shares as provided by Dutch law (the
The Post-Offer Reorganization will utilize processes available to Purchaser under Dutch law to ensure that (a) Purchaser becomes the owner of all of Mobileye's business operations from and after the consummation of the Post-Offer Reorganization and (b) any Mobileye shareholders who do not tender their Sh
red in accordance with Section 2:92a or Section 2:201a of the Dutch Civil Code. In that circumstance, the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshcl Amsterdam) (the "Dutch Court") will determine the price to be paid for the non-tendered Shares. In such event, while Intel and Purchase
Mobileye in accordance with applicable Dutch procedures, such that a depositary on behalf of non- tendering Mobileye shareholders will, immediately following
withholding taxes) (the "Second Step Distribution") or (b) commencing a statutory proceeding before the Enterprise Chamber (Ondernemingskanrer) of the Amsterdam Court of Appeals (Geredushof Amsterdam) (the "Dutch Court") for the compulsory acquisition (uakoopprocedure) of non-tendered shares as provided by Dutch law (the "C
The Post-Offer Reorganization will utilize processes available to Purchaser under Dutch law to ensure that (a) Purchaser becomes the owner of all of Mobileye's business operations from and after the consummation of the Post-Offer Reorganization and (b) any Mobileye shareholders who do not tender their Sh
red in accordance with Section 2:92a or Section 2:201a of the Dutch Civil Code. In that circumstance, the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshcl Amsterdam) (the "Dutch Court") will determine the price to be paid for the non-tendered Shares. In such event, while Intel and Purchase
The Post-Offer Reorganization will utilize processes available to Purchaser under Dutch law to ensure that (a) Purchaser becomes the owner of all of Mobileye's business operations from and after the consummation of the Post-Offer Reorganization and (b) any Mobileye shareholders who do not tender their Sh
red in accordance with Section 2:92a or Section 2:201a of the Dutch Civil Code. In that circumstance, the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshcl Amsterdam) (the "Dutch Court") will determine the price to be paid for the non-tendered Shares. In such event, while Intel and Purchase
Mobileye in accordance with applicable Dutch procedures, such that a depositary on behalf of non- tendering Mobileye shareholders will, immediately following
withholding taxes) (the "Second Step Distribution") or (b) commencing a statutory proceeding before the Enterprise Chamber (Ondernemingskanrer) of the Amsterdam Court of Appeals (Geredushof Amsterdam) (the "Dutch Court") for the compulsory acquisition (uakoopprocedure) of non-tendered shares as provided by Dutch law (the "C
Entities connected to both Mobileye and the Amsterdam Court of Appeals
the Minority Exit Offering Period
ORGANIZATIONthe Second Step Distribution
ORGANIZATION
Amsterdam
LOCATIONthe Dutch Court
ORGANIZATIONthe Pre-Wired Asset Sale Resolutions
ORGANIZATIONthe Dutch Statutory Interest
ORGANIZATIONLiquidation
ORGANIZATIONDutch Statutory Interest
ORGANIZATIONthe Dutch Court's
ORGANIZATIONthe Dutch Civil
ORGANIZATIONCompulsory Acquisition
ORGANIZATIONthe Offer Payment Date or (ii
ORGANIZATIONthe Encouragement of Capital Investment
ORGANIZATIONDutch Court
ORGANIZATIONthe Israel Tax Authority
ORGANIZATIONGerechtshcl
LOCATIONGereelushof Amsterdam
LOCATIONOndernemingskamer
PERSONthe Enterprise Chamber
ORGANIZATIONthe "Dutch Court
ORGANIZATION