Epstein Secrets

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

ption to purchase such number of newly issued ordinary shares, nominal value €0.01 per share. of Mobileye ("Ordinary Shares'), within the limits of Mobikye's authorized but unissued share capital at the time of issuance. so as to increase Purchaser's ownership of Ordinary Shares by 15% of the total owne

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

te when the Dutch Court renders a judgment allowing the claim for the Compulsory Acquisition against the non-tendering shareholders for all of their Mobikye Shares. The end of the period for the calculation of the Dutch Statutory Interest would be on the date Purchaser pays for the Shares then owned by t

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

ption to purchase such number of newly issued ordinary shares, nominal value €0.01 per share. of Mobileye ("Ordinary Shares'), within the limits of Mobikye's authorized but unissued share capital at the time of issuance. so as to increase Purchaser's ownership of Ordinary Shares by 15% of the total owne

80% if the ITA issues the Pre-Wired Asset Sale Ruling, and (c) will be lowered to 67% if (1) the ITA issues the Pre-Wired Asset Sale Ruling and (2) the Pre-Wired Asset Sale Resolutions and Conversion Resolutions are adopted at the EGM. The "Antitrust Clearance Condition" requires (a) the expiration or termination of any applicable

hareholders have not approved the Pre-Wired Asset Sale Resolutions and the Conversion Resolutions). then the cash consideration paid by Purchaser to Mobikye in the Asset Sale would be an aggregate amount equal to the Offer Consideration multiplied by the total number of Shares held by non-tendering Mobi

80% if the ITA issues the Pre-Wired Asset Sale Ruling, and (c) will be lowered to 67% if (1) the ITA issues the Pre-Wired Asset Sale Ruling and (2) the Pre-Wired Asset Sale Resolutions and Conversion Resolutions are adopted at the EGM. The "Antitrust Clearance Condition" requires (a) the expiration or termination of any applicable

hareholders have not approved the Pre-Wired Asset Sale Resolutions and the Conversion Resolutions). then the cash consideration paid by Purchaser to Mobikye in the Asset Sale would be an aggregate amount equal to the Offer Consideration multiplied by the total number of Shares held by non-tendering Mobi

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

te when the Dutch Court renders a judgment allowing the claim for the Compulsory Acquisition against the non-tendering shareholders for all of their Mobikye Shares. The end of the period for the calculation of the Dutch Statutory Interest would be on the date Purchaser pays for the Shares then owned by t

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

ption to purchase such number of newly issued ordinary shares, nominal value €0.01 per share. of Mobileye ("Ordinary Shares'), within the limits of Mobikye's authorized but unissued share capital at the time of issuance. so as to increase Purchaser's ownership of Ordinary Shares by 15% of the total owne

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

ileye in the Asset Sale would be an aggregate amount equal to the Offer Consideration multiplied by the total number of Shares held by non-tendering Mobikye shareholders as of the expiration of the Subsequent Offering Period and, upon consummation of the Asset Sale, (a) Mobileye will hold only the cash