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

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

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

ion will depend on the exact manner in which it is carried out. However, if a U.S. Holder receives cash for Shares in the Compulsory Acquisition or the Second Step Distribution, the U.S. federal income tax consequences to such U.S. Holder would generally be the same as described above. Each U.S. Holder should consult its ow

ures. such that non-tendering Mobileye shareholders will receive the Offer Consideration (without interest and Tess applicable withholding taxes) as the Second Step Distribution, or (ii) commencing the Compulsory Acquisition. In the event that the Compulsory Acquisition is implemented, then the Dutch Court will determine th

uant to the Post-Offer Reorganization. The Israeli tax consequences of the Post-Offer Reorganization imposed on Mobileye shareholders in respect of the Second Step Distribution may be different from, and greater than, the taxes imposed upon such shareholders of Mobileye had they tendered their Shares pursuant to the Offer (

n the Asset Sale Agreement. Immediately following the completion of the Asset Sale. Mobileye shall implement the Liquidation. which shall result in the Second Step Distribution in accordance with the terms and conditions of the Asset Sale Agreement. Call Option. Mobileye has granted Purchaser an irrevocable option to purch

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

existing shareholding in Mobileye (voorkeursrecht), (ii) subject to receipt of the Pre-Wired Asset Sale Ruling. die Asset Sale, the Liquidation, or the Second Step Distribution. (iii) the Compulsory Acquisition. or (iv) the Call Option. and (b) any other form of unequal treatment (including as a result of an Alternative Po

Asset Sale and. as soon as practicable following the consummation of the Asset Sale, completing the Post-Offer Reorganization by the Liquidation and the Second Step Distribution or (b) if permissible under applicable law, the Compulsory Acquisition. Asset Sale. Liquidation and Second Step Distribution. If the ITA issues the

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

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

n the Asset Sale Agreement. Immediately following the completion of the Asset Sale. Mobileye shall implement the Liquidation. which shall result in the Second Step Distribution in accordance with the terms and conditions of the Asset Sale Agreement. Call Option. Mobileye has granted Purchaser an irrevocable option to purch

of (a) such time after the Acceptance Time as Purchaser and its affiliates, in the 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

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

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

uant to the Post-Offer Reorganization. The Israeli tax consequences of the Post-Offer Reorganization imposed on Mobileye shareholders in respect of the Second Step Distribution may be different from, and greater than, the taxes imposed upon such shareholders of Mobileye had they tendered their Shares pursuant to the Offer (

ion will depend on the exact manner in which it is carried out. However, if a U.S. Holder receives cash for Shares in the Compulsory Acquisition or the Second Step Distribution, the U.S. federal income tax consequences to such U.S. Holder would generally be the same as described above. Each U.S. Holder should consult its ow

n the Asset Sale Agreement. Immediately following the completion of the Asset Sale. Mobileye shall implement the Liquidation. which shall result in the Second Step Distribution in accordance with the terms and conditions of the Asset Sale Agreement. Call Option. Mobileye has granted Purchaser an irrevocable option to purch

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