Epstein Secrets

ide Intel and Purchaser with 48 hours' prior notice (or such lesser prior notice as is provided to members of the Mobileye Board) of any meeting of the Mobileye Board at which it is reasonably expected to consider any Alternative Acquisition Proposal. Any material amendment (including the form, amount and timing o

ial amendment (including the form, amount and timing of payment of consideration) to any Alternative Acquisition Proposal will be deemed to be a new Alternative Acquisition Proposal for purposes of Mobileye's non-solicitation obligations. For the purposes of the Purchase Agreement, an "Alternative Acquisition Proposal"

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

with Mobileye's directors' fiduciary duties under the laws of The Netherlands. provided that in no event 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 pursu

ide Intel and Purchaser with 48 hours' prior notice (or such lesser prior notice as is provided to members of the Mobileye Board) of any meeting of the Mobileye Board at which it is reasonably expected to consider any Alternative Acquisition Proposal. Any material amendment (including the form, amount and timing o

ial amendment (including the form, amount and timing of payment of consideration) to any Alternative Acquisition Proposal will be deemed to be a new Alternative Acquisition Proposal for purposes of Mobileye's non-solicitation obligations. For the purposes of the Purchase Agreement, an "Alternative Acquisition Proposal"

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

with Mobileye's directors' fiduciary duties under the laws of The Netherlands. provided that in no event 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 pursu

ide Intel and Purchaser with 48 hours' prior notice (or such lesser prior notice as is provided to members of the Mobileye Board) of any meeting of the Mobileye Board at which it is reasonably expected to consider any Alternative Acquisition Proposal. Any material amendment (including the form, amount and timing o

ial amendment (including the form, amount and timing of payment of consideration) to any Alternative Acquisition Proposal will be deemed to be a new Alternative Acquisition Proposal for purposes of Mobileye's non-solicitation obligations. For the purposes of the Purchase Agreement, an "Alternative Acquisition Proposal"