7
Shared Docs
7
Same-Page
7 / 7
Mentions
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
ion 102 (which ruling may be subject to customary conditions regularly associated with such a ruling). Detesting. Mobileye has agreed that prior to the Acceptance Time. Mobileye will cooperate with Intel and Purchaser and use reasonable best efforts to take, or cause to be taken, all actions and do or cause to be d
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
have been delisted from the NYSE, with such second amendment becoming effective following such delisting: (e) adopt a resolution to. subject to (i) the Acceptance Time having occurred. (ii) the Pre-Wired Asset Sale Ruling having been received and (iii) the number of Shares validly tendered in accordance with the t
Directors"). The initial Independent Directors will be current non- executive directors of Mobileye. to the extent that they shall agree to serve on the Mobileye Board after the Offer Closing. Each Independent Director will resign from the Mobileye Board upon the earliest of (a) such time after the Acceptance Time
the Mobileye Board after the Offer Closing. Each Independent Director will resign from the Mobileye Board upon the earliest of (a) such time after the Acceptance Time as Purchaser and its affiliates, in the aggregate. own 100% of the issued and outstanding Shares and (b) the Second Step Distribution being paid in
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
have been delisted from the NYSE, with such second amendment becoming effective following such delisting: (e) adopt a resolution to. subject to (i) the Acceptance Time having occurred. (ii) the Pre-Wired Asset Sale Ruling having been received and (iii) the number of Shares validly tendered in accordance with the t
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
ion 102 (which ruling may be subject to customary conditions regularly associated with such a ruling). Detesting. Mobileye has agreed that prior to the Acceptance Time. Mobileye will cooperate with Intel and Purchaser and use reasonable best efforts to take, or cause to be taken, all actions and do or cause to be d
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
have been delisted from the NYSE, with such second amendment becoming effective following such delisting: (e) adopt a resolution to. subject to (i) the Acceptance Time having occurred. (ii) the Pre-Wired Asset Sale Ruling having been received and (iii) the number of Shares validly tendered in accordance with the t
transactions contemplated by the Purchase Agreement brought. or threatened in writing. against Mobileye. members of the Mobileye Board or any subsidiary of Mobileye and will keep Intel and Purchaser informed on a current basis with respect to the status thereof. Other Covenants. Th
may be abandoned at any time prior to the Acceptance Time: by mutual written consent of Mobileye and Intel; • by either Mobileye or Intel. if: • the Acceptance Time has not occurred on or before the End Dare. as it may be extended in accordance with the Purchase Agreement from March 12. 2018 to June 10.2018 and
Entities connected to both the Mobileye Board and the Acceptance Time
Mobileye
ORGANIZATIONthe Minority Exit Offering Period
ORGANIZATIONMobikye
ORGANIZATIONAmnon Shashua
PERSONthe Governance Resolutions
ORGANIZATIONAviram
PERSONthe Pre-Wired Asset Sale Resolutions
ORGANIZATIONAlternative Acquisition
ORGANIZATIONMobileye Options
ORGANIZATIONIntervening Event
ORGANIZATIONthe Non-Competition Agreement
ORGANIZATIONthe "Israel Tax Rulings-
ORGANIZATIONthe Compensation Committee of
ORGANIZATIONthe Israel Equity Tax Ruling
ORGANIZATIONthe "Israel Equity Tax Ruling
ORGANIZATION