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aggregate. own 100% of the issued and outstanding Shares and (b) the Second Step Distribution being paid in full and completion of the Liquidation. Post-Offer Reorganization. As promptly as practicable following the closing of the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), In
ution: (d) if permissible under applicable law, the commencement by Purchaser of the Compulsory Acquisition: (e) an election by Mobileye pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes. as reasonably determined by Intel or Purchaser: (f) the
the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
the transactions contemplated by the Purchase Agreement, other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition, or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition, or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition, or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified a
ot apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition, or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuan
Entities connected to both Post-Offer Reorganization and U.S. Treasury Regulations Section 301.7701-3