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independent non-executive directors are not already members of the Mobileye Board) to replace certain resigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the arti
the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are described in greater detail in clauses (e) and (f) above) have not been adopted, or if the Mobileye Board shall determine in its reasona
independent non-executive directors are not already members of the Mobileye Board) to replace certain resigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the arti
the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are described in greater detail in clauses (e) and (f) above) have not been adopted, or if the Mobileye Board shall determine in its reasona
ing two non-executive directors who are independent from Intel and Purchaser (if such independent non-executive directors are not already members of the Mobileye Board). to replace the members of the Mobileye Board who will resign from the Mobileye Board effective as of the Offer Closing. vii CONFIDENTIAL - PURSU
e ITA issues the Pre-Wired Asset Sale Ruling. then the 95% referred to in the definition of Threshold Percentage shall be lowered to 80% (or 67%. if the Pre-Wired Asset Sale Resolutions and the Conversion Resolutions have also been adopted at the EGM). See Section 15 — "Certain Conditions of the Offer." What are the Antitrust Clea
independent non-executive directors are not already members of the Mobileye Board) to replace certain resigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the arti
the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are described in greater detail in clauses (e) and (f) above) have not been adopted, or if the Mobileye Board shall determine in its reasona
Entities connected to both the Mobileye Board and the Pre-Wired Asset Sale Resolutions
Mobileye
ORGANIZATIONMobikye
ORGANIZATIONthe Minority Exit Offering Period
ORGANIZATIONthe Second Step Distribution
ORGANIZATIONthe Governance Resolutions
ORGANIZATIONthe Acceptance Time
ORGANIZATIONLiquidation
ORGANIZATIONthe Dutch Court
ORGANIZATION