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

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

e ITA issues the Pre-Wired Asset Sale Ruling. then the 95% referred to in the definition of Threshold Percentage shall be lowered to 80% (or 67%. if the Pre-Wired Asset Sale Resolutions and the Conversion Resolutions have also been adopted at the EGM). See Section 15 — "Certain Conditions of the Offer." What are the Antitrust Clea

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

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

n consent of Mobileye. such consent not to be unreasonably withheld. conditioned. or delayed. If the Pre-Wired Asset Sale Ruling has been obtained. the Pre-Wired Asset Sale Resolutions have been adopted at the EGM (or any subsequent EGM). the Asset Sale Threshold has been achieved, and the Offer Closing has occurred. Purchaser may

tion by one or more of a variety of actions. potentially including (a) subject to the receipt of the Pre-Wired Asset Sale Ruling and the approval of the Pre-Wired Asset Sale Resolutions by Mobileye shareholders at the ECM. the Asset Sale and. as soon as practicable following the consummation of the Asset Sale, completing the Post-O

n consent of Mobileye. such consent not to be unreasonably withheld. conditioned. or delayed. If the Pre-Wired Asset Sale Ruling has been obtained. the Pre-Wired Asset Sale Resolutions have been adopted at the EGM (or any subsequent EGM). the Asset Sale Threshold has been achieved, and the Offer Closing has occurred. Purchaser may

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

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

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

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

n consent of Mobileye. such consent not to be unreasonably withheld. conditioned. or delayed. If the Pre-Wired Asset Sale Ruling has been obtained. the Pre-Wired Asset Sale Resolutions have been adopted at the EGM (or any subsequent EGM). the Asset Sale Threshold has been achieved, and the Offer Closing has occurred. Purchaser may

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

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