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

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

f which occurred in February 2016, representing less than 0.1% of the outstanding Shares as of March 28, 2017 and (ii) was granted in February 2015 Mobileye Options (as defined below) to acquire 25,000 Shares representing, in the aggregate, less than 0.1% of the outstanding Shares as of March 28, 2017. Such Mobi

l and Purchaser that, as of the close of business on March 31. 2017. (a) 222.411,106 Shares were outstanding. (b) 28,435.593 Shares were subject to Mobileye Options (as defined below) and (c) 1,002.756 Shares were subject to Mobileye RSUs (as defined below) granted and outstanding under Mobileye's benefits plans

definition of "Company Material Adverse Effect," (d) the triggers for the payment of termination compensation by Mobileye. and (e) the treatment of Mobileye Options and Mobileye RSUs. On February 20. 2017. representatives of Intel's management provided an update to the Intel Board which included a preliminary r

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

ny securities of Mobileye or any of its subsidiaries, or authorize any of the foregoing, other than the issuance of any Shares upon the exercise of Mobileye Options or the settlement of Mobileye RSUs that are outstanding on the date of the Purchase Agreement or granted in accordance with the terms of the Purcha

"Acquisition"). Pursuant to the Employment Agreement Addendum, rather than receiving the benefit of acceleration of certain outstanding and unvested Mobileye Options and Mobileye RSUs in connection with the transactions contemplated by the Purchase Agreement, Professor Shashua agreed to a revised vesting schedule

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

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

l and Purchaser that, as of the close of business on March 31. 2017. (a) 222.411,106 Shares were outstanding. (b) 28,435.593 Shares were subject to Mobileye Options (as defined below) and (c) 1,002.756 Shares were subject to Mobileye RSUs (as defined below) granted and outstanding under Mobileye's benefits plans

definition of "Company Material Adverse Effect," (d) the triggers for the payment of termination compensation by Mobileye. and (e) the treatment of Mobileye Options and Mobileye RSUs. On February 20. 2017. representatives of Intel's management provided an update to the Intel Board which included a preliminary r

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

"Acquisition"). Pursuant to the Employment Agreement Addendum, rather than receiving the benefit of acceleration of certain outstanding and unvested Mobileye Options and Mobileye RSUs in connection with the transactions contemplated by the Purchase Agreement, Professor Shashua agreed to a revised vesting schedule

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

f which occurred in February 2016, representing less than 0.1% of the outstanding Shares as of March 28, 2017 and (ii) was granted in February 2015 Mobileye Options (as defined below) to acquire 25,000 Shares representing, in the aggregate, less than 0.1% of the outstanding Shares as of March 28, 2017. Such Mobi

definition of "Company Material Adverse Effect," (d) the triggers for the payment of termination compensation by Mobileye. and (e) the treatment of Mobileye Options and Mobileye RSUs. On February 20. 2017. representatives of Intel's management provided an update to the Intel Board which included a preliminary r