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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
aggregate. own 100% of the issued and outstanding Shares and (b) the Second Step Distribution being paid in full and completion of the Liquidation. Post-Offer Reorganization. As promptly as practicable following the closing of the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), In
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 those members of the Mobileye Board who will resign from the Mobileye Board effective as of the Offer Clr ing. The "Material Adverse E
the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
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 those members of the Mobileye Board who will resign from the Mobileye Board effective as of the Offer Clr ing. The "Material Adverse E
the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
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 those members of the Mobileye Board who will resign from the Mobileye Board effective as of the Offer Clr ing. The "Material Adverse E
the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
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
the transactions contemplated by the Purchase Agreement, other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition, or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
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. The "Material Adverse Eff
the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition, or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
Entities connected to both the Mobileye Board and Post-Offer Reorganization