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le immediately prior to the Offer Closing divided by (z) the Equity Award Adjustment Ratio. The terms and conditions applicable to certain of these Mobileye Options will be modified as agreed to by the parties on the date of the Purchase Agreement. See Section I I -"The Purchase Agreement; Other Agreements — Pur
icable federal, state and local tax withholding requirements. and, with respect to Israeli employees, in accordance with the terms and conditions of the Israel Equity Tax Ruling, if obtained. At the Offer Closing, each Mobileye Option that is outstanding as of immediately prior to the Offer Closing and that is not a Termina
Additionally. with respect to shares issued pursuant to the exercise or vesting of Mobileye Options or Mobileye RSUs granted to Israeli employees, such tax and withholding consequences shall also be in accordance with the terms and conditions of t
s or Mobileye RSUs granted to Israeli employees, such tax and withholding consequences shall also be in accordance with the terms and conditions of the Israel Equity Tax Ruling, if obtained. We urge you to consult your own tax advisor as to the particular Israeli tax consequences to you of the Offer and the Post-Offer Reor
le immediately prior to the Offer Closing divided by (z) the Equity Award Adjustment Ratio. The terms and conditions applicable to certain of these Mobileye Options will be modified as agreed to by the parties on the date of the Purchase Agreement. Ertraordinary General Meeting. Mobileye has agreed to hold the E
cable federal, state, and local tax withholding requirements, and, with respect to Israeli employees, in accordance with the terms and conditions of the Israel Equity Tax Ruling, if obtained. At the Offer Closing, each Mobileye Option that is outstanding as of immediately prior to the Offer Closing and that is not a Termina
le immediately prior to the Offer Closing divided by (z) the Equity Award Adjustment Ratio. The terms and conditions applicable to certain of these Mobileye Options will be modified as agreed to by the parties on the date of the Purchase Agreement. See Section I I -"The Purchase Agreement; Other Agreements — Pur
icable federal, state and local tax withholding requirements. and, with respect to Israeli employees, in accordance with the terms and conditions of the Israel Equity Tax Ruling, if obtained. At the Offer Closing, each Mobileye Option that is outstanding as of immediately prior to the Offer Closing and that is not a Termina
Additionally. with respect to shares issued pursuant to the exercise or vesting of Mobileye Options or Mobileye RSUs granted to Israeli employees, such tax and withholding consequences shall also be in accordance with the terms and conditions of t
s or Mobileye RSUs granted to Israeli employees, such tax and withholding consequences shall also be in accordance with the terms and conditions of the Israel Equity Tax Ruling, if obtained. We urge you to consult your own tax advisor as to the particular Israeli tax consequences to you of the Offer and the Post-Offer Reor
le immediately prior to the Offer Closing divided by (z) the Equity Award Adjustment Ratio. The terms and conditions applicable to certain of these Mobileye Options will be modified as agreed to by the parties on the date of the Purchase Agreement. See Section I I -"The Purchase Agreement; Other Agreements — Pur
icable federal, state and local tax withholding requirements. and, with respect to Israeli employees, in accordance with the terms and conditions of the Israel Equity Tax Ruling, if obtained. At the Offer Closing, each Mobileye Option that is outstanding as of immediately prior to the Offer Closing and that is not a Termina
le immediately prior to the Offer Closing divided by (z) the Equity Award Adjustment Ratio. The terms and conditions applicable to certain of these Mobileye Options will be modified as agreed to by the parties on the date of the Purchase Agreement. Ertraordinary General Meeting. Mobileye has agreed to hold the E
cable federal, state, and local tax withholding requirements, and, with respect to Israeli employees, in accordance with the terms and conditions of the Israel Equity Tax Ruling, if obtained. At the Offer Closing, each Mobileye Option that is outstanding as of immediately prior to the Offer Closing and that is not a Termina
Entities connected to both Mobileye Options and the Israel Equity Tax Ruling
Mobileye
ORGANIZATIONthe Minority Exit Offering Period
ORGANIZATIONthe "Equity Award Adjustment Ratio
ORGANIZATIONthe Mobileye Board
ORGANIZATION
Otter
PERSONMobikye
ORGANIZATIONthe Equity Award Adjustment Ratio
ORGANIZATIONMobileye Equity Awards
ORGANIZATIONthe Minority Exit Offering Period of at least five business days
ORGANIZATIOND.F. Kin & Co.. Inc.
ORGANIZATIONthe Acceptance Time
ORGANIZATION