agree or publicly propose to take any such action upon the
occurrence of an Intervening Event (as defined below) only if all of the following conditions are met:
(a) Mobileye ... days' prior written notice, which will:
• set forth in reasonable detail information describing the Intervening Event and the rationale
for the Adverse Recommendation Change; and
• state expressly that, subject ... Mobileye
Board to make an Adverse Recommendation Change in response to the Intervening Event in
accordance with clause (ii) below would no longer be inconsistent with Mobileye's directors'
fiduciary
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380327.pdf