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set Sale Resolutions and the Conversion Resolutions, and if Purchaser and Intel elect to proceed with the Asset Sale followed by the Liquidation and the Second Step Distribution, and if the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Off
he Pre-Wired Asset Sale Resolutions and the Conversion Resolutions, and if Purchaser and Intel elect to proceed with the Asset Sale followed by the Liquidation and the Second Step Distribution, and if the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly te
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
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 N.V. to a beslotert
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
he Pre-Wired Asset Sale Resolutions and the Conversion Resolutions. and if Purchaser and Intel elect to proceed with the Asset Sale followed by the Liquidation and the Second Step Distribution, and if the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly te
e Ruling. Mobileye shall take all such steps and do all such things as are reasonably required to procure that the Asset Sale. the Liquidation, and the Second Step Distribution timely occur. Director and Officer Liability. For six years after the Offer Closing. Intel shall cause Mobileye and its subsidiaries to indemnify a
e-Wired Asset Sale Ruling. Mobileye shall take all such steps and do all such things as are reasonably required to procure that the Asset Sale. the Liquidation, and the Second Step Distribution timely occur. Director and Officer Liability. For six years after the Offer Closing. Intel shall cause Mobileye an
set Sale Resolutions and the Conversion Resolutions, and if Purchaser and Intel elect to proceed with the Asset Sale followed by the Liquidation and the Second Step Distribution, and if the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Off
he Pre-Wired Asset Sale Resolutions and the Conversion Resolutions, and if Purchaser and Intel elect to proceed with the Asset Sale followed by the Liquidation and the Second Step Distribution, and if the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly te
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
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 N.V. to a beslotert
set Sale Resolutions and the Conversion Resolutions, and if Purchaser and Intel elect to proceed with the Asset Sale followed by the Liquidation and the Second Step Distribution. and if the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Off
the Pm-Wired Asset Sale Resolutions and the Conversion Resolutions, and if Purchaser and Intel elect to proceed with the Asset Sale followed by the Liquidation and the Second Step Distribution. and if the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly te
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
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 N.V. to a beslotert
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
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 duration or the extent
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
he Pre-Wired Asset Sale Resolutions and the Conversion Resolutions. and if Purchaser and Intel elect to proceed with the Asset Sale followed by the Liquidation and the Second Step Distribution, and if the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly te
Entities connected to both the Second Step Distribution and Liquidation
Mobileye
ORGANIZATIONthe Minority Exit Offering Period
ORGANIZATIONthe Pre-Wired Asset Sale Resolutions
ORGANIZATIONMobikye
ORGANIZATIONthe Dutch Statutory Interest
ORGANIZATIONthe Offer Payment Date or (ii
ORGANIZATIONthe Encouragement of Capital Investment
ORGANIZATIONthe Israel Tax Authority
ORGANIZATIONthe Mobileye Board
ORGANIZATION
Amsterdam
LOCATION
Harvey Weinstein
PERSON
Martha Stewart
PERSON
Stewart Oldfield
PERSONthe Dutch Court
ORGANIZATIONMBLY Tender
PERSONthe Dutch Civil
ORGANIZATIONthe Amsterdam Court of Appeals
ORGANIZATIONthe "Dutch Court
ORGANIZATIONOndernemingskamer
PERSONGerechtshcl
LOCATION