Epstein Secrets

(b) subject to clause (c) below, the Mobileye Board will have determined to effect an Adverse Recommendation Change or to terminate the Purchase Agreement in order to enter into the alternative acqui

e Mobileye Board will have determined in good faith, after consultation with its outside legal counsel and financial advisors, that in light of such Intervening Event and taking into account any revised terms proposed by Intel and Purchaser, the failure to make an Adverse Recommendation Change would be inconsiste

and prior to the Expiration Time. that has not arisen as a result of any actions taken by Mobileye in breach of the Purchase Agreement, which causes the Mobileye Board to determine in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to make an Adverse Recommend

t will the receipt. existence. or terms of an Alternative Acquisition Proposal. or any matter relating thereto or consequence thereof. constitute an Intervening Event. Unless the Purchase Agreement is terminated pursuant to its terms. neither Mobileye nor the Mobileye Board (or any committee thereof) shall take a

and prior to the Expiration Time. that has not arisen as a result of any actions taken by Mobileye in breach of the Purchase Agreement, which causes the Mobileye Board to determine in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to make an Adverse Recommend

t will the receipt. existence. or terms of an Alternative Acquisition Proposal. or any matter relating thereto or consequence thereof. constitute an Intervening Event. Unless the Purchase Agreement is terminated pursuant to its terms. neither Mobileye nor the Mobileye Board (or any committee thereof) shall take a

(b) subject to clause (c) below, the Mobileye Board will have determined to effect an Adverse Recommendation Change or to terminate the Purchase Agreement in order to enter into the alternative acqui

e Mobileye Board will have determined in good faith, after consultation with its outside legal counsel and financial advisors, that in light of such Intervening Event and taking into account any revised terms proposed by Intel and Purchaser, the failure to make an Adverse Recommendation Change would be inconsiste