EFTA01380299Set 10
2017-06-131p734w
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 ... 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 ... Agreement and approved certain of the transactions contemplated thereby.
The Mobileye Board recommends that Mobikye shareholders accept the Offer and tender their
Shares in the Offer. Furthermore. the Mobileye Board
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380299.pdf
EFTA01383729Set 10
2017-06-131p734w
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 ... 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 ... Agreement and approved certain of the transactions contemplated thereby.
The Mobileye Board recommends that Mobikye shareholders accept the Offer and tender their
Shares in the Offer. Furthermore. the Mobileye Board
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01383729.pdf
EFTA01369886Set 10
2017-06-131p734w
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 ... Agreement and approved certain of the transactions contemplated thereby.
The Mobileye Board recommends that Mobikye shareholders accept the Offer and tender their
Shares in the Offer. Furthermore. the Mobileye Board ... items
that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobikye
shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general meeting
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369886.pdf
will be deemed to be a reference to - 50%."
Mobileye has agreed that the Mobikye Board, or any committee of the Mobileye Board, will not directly or
indirectly:
(a) withhold ... indirectly, approve or recommend. or publicly propose to approve or recommend. or allow
Mobikye or any of its affiliates to execute or enter into, any letter of intent, memorandum
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01383754.pdf
Intel or Purchaser must prove that
such Effect disproportionately affects Mobikye and its subsidiaries. taken as a whole, compared to other
similarly situated companies. and then. to the extent ... Additionally. the Purchase Agreement provides, among other things. that Mobileye has represented that the
Mobikye Board, at a meeting duly called and held. has unanimously (other than the executive directors
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369914.pdf
will be deemed to be a reference to - 50%."
Mobileye has agreed that the Mobikye Board, or any committee of the Mobileye Board, will not directly or
indirectly:
(a) withhold ... indirectly, approve or recommend. or publicly propose to approve or recommend. or allow
Mobikye or any of its affiliates to execute or enter into, any letter of intent, memorandum
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380326.pdf