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eholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CC Amsterdam. The Netherlands. At the EGM, Mobileye shareholders will he requested to vote on approval of (a) the Asset Sale (as defined below) and the Liquidat
ibed in this Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to poten
eholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556. 1017 CG Amsterdam, The Netherlands. At the ECM, Mobileye shareholders will be requested to vote on approval of (a) the transfer to and assumption of all or substanti
esolutions"), (b) certain amendments to Mobileye's articles of association to become effective after the Offer Closing, Including the conversion of Mobikye from a public limited liability company (naamloze vennootsehap or N.V.) to a private limited liability company (besloten vennootschap met beperkte a
eholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CC Amsterdam. The Netherlands. At the EGM, Mobileye shareholders will he requested to vote on approval of (a) the Asset Sale (as defined below) and the Liquidat
ibed in this Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to poten
eholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556. 1017 CG Amsterdam, The Netherlands. At the ECM, Mobileye shareholders will be requested to vote on approval of (a) the transfer to and assumption of all or substanti
esolutions"), (b) certain amendments to Mobileye's articles of association to become effective after the Offer Closing, including the conversion of Mobikye from a public limited liability company (naamloze vennootsehap or N.V.) to a private limited liability company (batmen vennootschap met beperkte aan
eholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CC Amsterdam. The Netherlands. At the EGM, Mobileye shareholders will he requested to vote on approval of (a) the Asset Sale (as defined below) and the Liquidat
conflicts of interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated thereby are in the best interests of Mobikye, its business and its shareholders, employees and other relevant stakeholders, and (h) approved and adopted the Purchase Agreement and approved cer
Entities connected to both Amsterdam and Mobikye
Mobileye
ORGANIZATION
Las Vegas
LOCATIONthe Minority Exit Offering Period
ORGANIZATION
Harvey Weinstein
PERSONAmnon Shashua
PERSONthe Acceptance Time
ORGANIZATIONthe Second Step Distribution
ORGANIZATION
Martha Stewart
PERSONHerengracht 542
ORGANIZATION
Munich
LOCATIONthe Pre-Wired Asset Sale Resolutions
ORGANIZATIONAviram
PERSON
Brooks
PERSONLiquidation
ORGANIZATIONthe Dutch Statutory Interest
ORGANIZATIONthe "Mobileye Board
ORGANIZATIONthe New York Stock Exchange
ORGANIZATIONMoblleye
PERSON
the Board of Directors
ORGANIZATION
Rothschild
ORGANIZATION