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n consent of Mobileye. such consent not to be unreasonably withheld. conditioned. or delayed. If the Pre-Wired Asset Sale Ruling has been obtained. the Pre-Wired Asset Sale Resolutions have been adopted at the EGM (or any subsequent EGM). the Asset Sale Threshold has been achieved, and the Offer Closing has occurred. Purchaser may
n the Asset Sale Agreement. Immediately following the completion of the Asset Sale. Mobileye shall implement the Liquidation. which shall result in the Second Step Distribution in accordance with the terms and conditions of the Asset Sale Agreement. Call Option. Mobileye has granted Purchaser an irrevocable option to purch
of a variety of actions. potentially including (a) subject to the receipt of the Pre-Wired Asset Sale Ruling (as defined below) and the approval of the Pre-Wired Asset Sale Resolutions by Mobileye shareholders at the EGM, the Asset Sale and, as soon as practicable following the consummation of the Asset Sale, completing the Post-O
bstance reasonably acceptable to Intel and Purchaser that (a) exempts Intel. Purchaser and Mobileye from Israeli tax with respect to the Asset Sale, the Second Step Distribution, and the Liquidation, taking into account all relevant related steps (including the possible conversion of Mobileye from a naamloze vennootschap or
of a variety of actions, potentially including (a) subject to the receipt of the Pre-Wired Asset Sale Ruling (as defined below) and the approval of the Pre-Wired Asset Sale Resolutions by Mobileye shareholders at the EGM a sale of all or substantially all of the assets of Mobileye to. and the transfer to and assumption of all or s
leting the Post-Offer Reorganization by the Liquidation (as defined below) and. as soon as practicable following the consummation of the Asset Sale, the Second Step Distribution (as defined below) or (b) if permissible under applicable law, the Compulsory Acquisition. Under the Purchase Agreement, Mobileye (which is a tax r
n consent of Mobileye. such consent not to be unreasonably withheld. conditioned. or delayed. If the Pre-Wired Asset Sale Ruling has been obtained. the Pre-Wired Asset Sale Resolutions have been adopted at the EGM (or any subsequent EGM). the Asset Sale Threshold has been achieved, and the Offer Closing has occurred. Purchaser may
n the Asset Sale Agreement. Immediately following the completion of the Asset Sale. Mobileye shall implement the Liquidation. which shall result in the Second Step Distribution in accordance with the terms and conditions of the Asset Sale Agreement. Call Option. Mobileye has granted Purchaser an irrevocable option to purch
of a variety of actions. potentially including (a) subject to the receipt of the Pre-Wired Asset Sale Ruling (as defined below) and the approval of the Pre-Wired Asset Sale Resolutions by Mobileye shareholders at the EGM, the Asset Sale and, as soon as practicable following the consummation of the Asset Sale, completing the Post-O
bstance reasonably acceptable to Intel and Purchaser that (a) exempts Intel. Purchaser and Mobileye from Israeli tax with respect to the Asset Sale, the Second Step Distribution, and the Liquidation, taking into account all relevant related steps (including the possible conversion of Mobileye from a naamloze vennootschap or
of a variety of actions. potentially including (a) subject to the receipt of the Pre-Wired Asset Sale Ruling (as defined below) and the approval of the Pre-Wired Asset Sale Resolutions by Mobileye shareholders at the EGM, the Asset Sale and, as soon as practicable following the consummation of the Asset Sale, completing the Post-O
bstance reasonably acceptable to Intel and Purchaser that (a) exempts Intel. Purchaser and Mobileye from Israeli tax with respect to the Asset Sale, the Second Step Distribution, and the Liquidation, taking into account all relevant related steps (including the possible conversion of Mobileye from a naamloze vennootschap or
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
nce reasonably acceptable to Intel and Purchaser that (a) exempts Intel. Purchaser and Mobileye from taxes in Israel with respect to the Asset Sale, the Second Step Distribution, and the Liquidation, taking into account all relevant related steps and (b) provides that the Asset Sale will not adversely affect the remaining d
of a variety of actions, potentially including (a) subject to the receipt of the Pre-Wired Asset Sale Ruling (as defined below) and the approval of the Pre-Wired Asset Sale Resolutions by Mobileye shareholders at the EGM a sale of all or substantially all of the assets of Mobileye to. and the transfer to and assumption of all or s
leting the Post-Offer Reorganization by the Liquidation (as defined below) and. as soon as practicable following the consummation of the Asset Sale, the Second Step Distribution (as defined below) or (b) if permissible under applicable law, the Compulsory Acquisition. Under the Purchase Agreement, Mobileye (which is a tax r
n consent of Mobileye. such consent not to be unreasonably withheld. conditioned. or delayed. If the Pre-Wired Asset Sale Ruling has been obtained. the Pre-Wired Asset Sale Resolutions have been adopted at the EGM (or any subsequent EGM). the Asset Sale Threshold has been achieved, and the Offer Closing has occurred. Purchaser may
n the Asset Sale Agreement. Immediately following the completion of the Asset Sale. Mobileye shall implement the Liquidation. which shall result in the Second Step Distribution in accordance with the terms and conditions of the Asset Sale Agreement. Call Option. Mobileye has granted Purchaser an irrevocable option to purch
tion by one or more of a variety of actions. potentially including (a) subject to the receipt of the Pre-Wired Asset Sale Ruling and the approval of the Pre-Wired Asset Sale Resolutions by Mobileye shareholders at the ECM. the Asset Sale and. as soon as practicable following the consummation of the Asset Sale, completing the Post-O
Asset Sale and. as soon as practicable following the consummation of the Asset Sale, completing the Post-Offer Reorganization by the Liquidation and the Second Step Distribution or (b) if permissible under applicable law, the Compulsory Acquisition. Asset Sale. Liquidation and Second Step Distribution. If the ITA issues the
Entities connected to both the Pre-Wired Asset Sale Resolutions and the Second Step Distribution
Mobileye
ORGANIZATIONthe Minority Exit Offering Period
ORGANIZATIONLiquidation
ORGANIZATIONMobikye
ORGANIZATIONthe Dutch Statutory Interest
ORGANIZATIONthe Offer Payment Date or (ii
ORGANIZATIONthe Encouragement of Capital Investment
ORGANIZATIONthe Mobileye Board
ORGANIZATIONthe Israel Tax Authority
ORGANIZATION
Amsterdam
LOCATIONOrdinary
ORGANIZATIONthe Dutch Court
ORGANIZATIONthe Dutch Civil
ORGANIZATIONthe Amsterdam Court of Appeals
ORGANIZATIONthe "Dutch Court
ORGANIZATIONOndernemingskamer
PERSONGerechtshcl
LOCATIONDutch Court
ORGANIZATION