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the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are described in greater detail in clauses (e) and (f) above) have not been adopted, or if the Mobileye Board shall determine in its reasona
lidly tendered in accordance with the terms of the Offer (including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) and not properly withdrawn together with the Shares owned by Purchaser or any of its affiliates, representing at least 67% of Mobileye's issued cap
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
es as those shareholders who tendered their Shares pursuant to the Offer (including during the Subsequent Offering Period. as it may be extended by the Minority Exit Offering Period), without interest and less applicable withholding taxes. Notwithstanding the foregoing. in the event that the compulsory acquisition procedure (nit
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
pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period), together with the Shares then owned by Intel or its affiliates, represents at least 67% of Mobileye's issued capital (geplaarst kapitaal) (or 80%,
the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are described in greater detail in clauses (e) and (f) above) have not been adopted, or if the Mobileye Board shall determine in its reasona
lidly tendered in accordance with the terms of the Offer (including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) and not properly withdrawn together with the Shares owned by Purchaser or any of its affiliates, representing at least 67% of Mobileye's issued cap
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
es as those shareholders who tendered their Shares pursuant to the Offer (including during the Subsequent Offering Period. as it may be extended by the Minority Exit Offering Period), without interest and less applicable withholding taxes. Notwithstanding the foregoing. in the event that the compulsory acquisition procedure (nit
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
pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Offering Period. as it may be extended by the Minority Exit Offering Period). together with the Shares then owned by Intel or its affiliates, represents less than 100% but at least 95% of Mobileye's issued capital (geplaata
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
pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Offering Period. as it may be extended by the Minority Exit Offering Period). together with the Shares then owned by Intel or its affiliates, represents less than 100% but at least 95% of Mobileye's issued capital (geplaata
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
es as those shareholders who tendered their Shares pursuant to the Offer (including during the Subsequent Offering Period. as it may be extended by the Minority Exit Offering Period), without interest and less applicable withholding taxes. Notwithstanding the foregoing. in the event that the compulsory acquisition procedure (nit
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
pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period), together with the Shares then owned by Intel or its affiliates, represents at least 67% of Mobileye's issued capital (geplaarst kapitaal) (or 80%,
the extent that, at the EGM. the Governance Resolutions, the Conversion Resolutions (which are described in greater details in clause (d) above), or the Pre-Wired Asset Sale Resolutions (which are described in greater detail in clauses (e) and (f) above) have not been adopted, or if the Mobileye Board shall determine in its reasona
lidly tendered in accordance with the terms of the Offer (including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) and not properly withdrawn together with the Shares owned by Purchaser or any of its affiliates, representing at least 67% of Mobileye's issued cap
Entities connected to both the Pre-Wired Asset Sale Resolutions and the Minority Exit Offering Period
Mobileye
ORGANIZATIONMobikye
ORGANIZATIONthe Second Step Distribution
ORGANIZATION
Amsterdam
LOCATIONthe Acceptance Time
ORGANIZATIONLiquidation
ORGANIZATIONthe Dutch Statutory Interest
ORGANIZATIONthe Dutch Court
ORGANIZATIONthe Mobileye Board
ORGANIZATIONthe Encouragement of Capital Investment
ORGANIZATIONthe Offer Payment Date or (ii
ORGANIZATIONthe Amsterdam Court of Appeals
ORGANIZATIONthe Governance Resolutions
ORGANIZATIONthe Israel Tax Authority
ORGANIZATIONthe Dutch Court's
ORGANIZATIONOndernemingskamer
PERSONGerechtshcl
LOCATIONthe "Dutch Court
ORGANIZATIONthe Dutch Civil
ORGANIZATIONPre-Wired Asset Sale Ruling
ORGANIZATION