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ent by Purchaser of all Shares validly tendered (referred to in the Purchase Agreement as the -Call Option"). (13) a fiduciary termination right of the Mobileye Board would be included in the Purchase Agreement. (c) Mobileye would not pay any termination compensation in the event the Purchase Agreement were termin
definition of "Company Material Adverse Effect," (d) the triggers for the payment of termination compensation by Mobileye. and (e) the treatment of Mobileye Options and Mobileye RSUs. On February 20. 2017. representatives of Intel's management provided an update to the Intel Board which included a preliminary r
tion regarding the Offer: (b) adopt one or more resolutions effective upon the Acceptance Time to provide full and fmal discharge to each member of the Mobileye Board for their acts of management or supervision, as applicable, up to the date of the EGM. provided that such discharge will be limited by general princ
le immediately prior to the Offer Closing divided by (z) the Equity Award Adjustment Ratio. The terms and conditions applicable to certain of these Mobileye Options will be modified as agreed to by the parties on the date of the Purchase Agreement. Ertraordinary General Meeting. Mobileye has agreed to hold the E
ent by Purchaser of all Shares validly tendered (referred to in the Purchase Agreement as the -Call Option"). (13) a fiduciary termination right of the Mobileye Board would be included in the Purchase Agreement. (c) Mobileye would not pay any termination compensation in the event the Purchase Agreement were termin
definition of "Company Material Adverse Effect," (d) the triggers for the payment of termination compensation by Mobileye. and (e) the treatment of Mobileye Options and Mobileye RSUs. On February 20. 2017. representatives of Intel's management provided an update to the Intel Board which included a preliminary r
ent by Purchaser of all Shares validly tendered (referred to in the Purchase Agreement as the -Call Option"). (13) a fiduciary termination right of the Mobileye Board would be included in the Purchase Agreement. (c) Mobileye would not pay any termination compensation in the event the Purchase Agreement were termin
definition of "Company Material Adverse Effect," (d) the triggers for the payment of termination compensation by Mobileye. and (e) the treatment of Mobileye Options and Mobileye RSUs. On February 20. 2017. representatives of Intel's management provided an update to the Intel Board which included a preliminary r
tion regarding the Offer: (b) adopt one or more resolutions effective upon the Acceptance Time to provide full and fmal discharge to each member of the Mobileye Board for their acts of management or supervision, as applicable, up to the date of the EGM. provided that such discharge will be limited by general princ
le immediately prior to the Offer Closing divided by (z) the Equity Award Adjustment Ratio. The terms and conditions applicable to certain of these Mobileye Options will be modified as agreed to by the parties on the date of the Purchase Agreement. Ertraordinary General Meeting. Mobileye has agreed to hold the E
Entities connected to both the Mobileye Board and Mobileye Options
Mobileye
ORGANIZATIONthe Minority Exit Offering Period
ORGANIZATIONMobikye
ORGANIZATIONSkadden
ORGANIZATIONthe Intel Board
ORGANIZATIONMorrison & Foerster
ORGANIZATIONAmnon Shashua
PERSONthe Acceptance Time
ORGANIZATIONthe Israel Equity Tax Ruling
ORGANIZATIONthe Tender and Support Agreements
ORGANIZATIONOffer Conditions
ORGANIZATIONNon-Competition
ORGANIZATIONVan Campen
PERSONthe Second Step Distribution
ORGANIZATIONYoffie
PERSONthe Non-Competition Agreement
ORGANIZATIONthe "Equity Award Adjustment Ratio
ORGANIZATION