Epstein Files Search

EFTA01369878Dataset 10

1p552w

…you otherwise cannot deliver all required documents to the Depositary before the Offer expires. you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery. For the tender to be valid. however, the Depositary must receive the Notice of Guaranteed Delivery prior to the Expiration Time and must then receive the missing items within three NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. Please contact D.F. King & Co., Inc.…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369878.pdf

EFTA01369889Dataset 10

2018-03-121p665w

…we will (and Intel will cause us to). (a) at or as promptly as practicable following the Expiration Time (but in any event within two business days thereafter), accept for payment and (b) at or as promptly as practicable following the Acceptance Time (but in any event within three business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validly tendered pursuant to the Offer and not properly…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369889.pdf

EFTA01369890Dataset 10

1p798w

…Purchase Agreement): (b) decrease the Offer Consideration: (c) change the form of consideration to be paid in the Offer; (d) decrease the number of Shares sought in the Offer. (e) extend or otherwise change the Expiration Time (except as provided in the Purchase Agreement): or (f) impose additional conditions to the Offer or otherwise amend, modify. or supplement any of the conditions to the Offer or terms of the Offer in a manner adverse to Mobileye shareholders. Any extension of…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369890.pdf

EFTA01369893Dataset 10

1p709w

…or an Agent's Message, and (iii) any other documents required by the Letter of Transmittal. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Expiration Time. The Notice of Guaranteed Delivery may be delivered by overnight courier or transmitted by facsimile transmission or mailed to the Depasitary and must…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369893.pdf

EFTA01380326Dataset 10

1p566w

…or that would require it) to abandon, terminate, or fail to consummate the transactions contemplated by the Purchase Agreement. Solely in response to a Superior Proposal received after the date of the Purchase Agreement, the Mobileye Board may, at any time prior to the Expiration Time, make an Adverse Recommendation Change or validly terminate the Purchase Agreement to enter into a definitive agreement with respect to such Superior Proposal or authorize, resolve, agree, or publicly propose to take any such…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380326.pdf

EFTA01380336Dataset 10

1p750w

…addition to. and not a limitation of, the rights of Purchaser to extend. terminate or modify the Offer in accordance with the terms and conditions of the Purchase Agreement. Subject to the applicable rules and regulations of the SEC. Purchaser expressly reserves the right at any time prior to the Expiration Time to waive, in whole or in part, any condition to the Offer and to make any change in the genre of or conditions to the Offer. However. Purchaser…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380336.pdf

EFTA01380296Dataset 10

1p552w

…you otherwise cannot deliver all required documents to the Depositary before the Offer expires. you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery. For the tender to be valid. however, the Depositary must receive the Notice of Guaranteed Delivery prior to the Expiration Time and must then receive the missing items within three NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. Please contact D.F. King & Co., Inc.…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380296.pdf

EFTA01380301Dataset 10

2018-03-121p665w

…we will (and Intel will cause us to). (a) at or as promptly as practicable following the Expiration Time (but in any event within two business days thereafter), accept for payment and (b) at or as promptly as practicable following the Acceptance Time (but in any event within three business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validly tendered pursuant to the Offer and not properly…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380301.pdf

EFTA01383765Dataset 10

1p750w

…addition to. and not a limitation of, the rights of Purchaser to extend. terminate or modify the Offer in accordance with the terms and conditions of the Purchase Agreement. Subject to the applicable rules and regulations of the SEC. Purchaser expressly reserves the right at any time prior to the Expiration Time to waive, in whole or in part, any condition to the Offer and to make any change in the genre of or conditions to the Offer. However. Purchaser…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01383765.pdf

EFTA01380302Dataset 10

1p798w

…Purchase Agreement): (b) decrease the Offer Consideration: (c) change the form of consideration to be paid in the Offer; (d) decrease the number of Shares sought in the Offer. (e) extend or otherwise change the Expiration Time (except as provided in the Purchase Agreement): or (f) impose additional conditions to the Offer or otherwise amend, modify. or supplement any of the conditions to the Offer or terms of the Offer in a manner adverse to Mobileye shareholders. Any extension of…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380302.pdf

EFTA01383732Dataset 10

1p798w

…Purchase Agreement): (b) decrease the Offer Consideration: (c) change the form of consideration to be paid in the Offer; (d) decrease the number of Shares sought in the Offer. (e) extend or otherwise change the Expiration Time (except as provided in the Purchase Agreement): or (f) impose additional conditions to the Offer or otherwise amend, modify. or supplement any of the conditions to the Offer or terms of the Offer in a manner adverse to Mobileye shareholders. Any extension of…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01383732.pdf

EFTA01388302Dataset 10

1p697w

…a) if the ISDA Settlement Matrix applies and an applicable Settlement Rate is specified in the ISDA Settlement Matrix, the par swap rate for swaps in the currency in which the Relevant Swap Transaction is denominated for a period equivalent to the remaining Term of the Relevant Swap Transaction which appears in the price source specified in the ISDA Settlement Matrix as of the Expiration Time on the Expiration Date; or (b) if (i) the ISDA Settlement Matrix applies but…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01388302.pdf

EFTA01380306Dataset 10

1p709w

…or an Agent's Message, and (iii) any other documents required by the Letter of Transmittal. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Expiration Time. The Notice of Guaranteed Delivery may be delivered by overnight courier or transmitted by facsimile transmission or mailed to the Depasitary and must…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380306.pdf

EFTA01369875Dataset 10

2018-03-121p602w

Can the Offer be extended and under what circumstances? Yes, subject to Intel's rights to terminate the Purchase Agreement in accordance with its terms, we may extend the Offer to such other date and time as may be agreed in writing by Mobileye and Intel, and we have agreed in the Purchase Agreement that we will extend the Offer: for the minimum period required by applicable law, the SEC or the rules of the NASDAQ Global Select Market ("NASDAQ…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369875.pdf

EFTA01369924Dataset 10

1p795w

…transfers of record ownership of the Shares to the Purchaser during the Subsequent Offering Period and (if applicable) the Minority Exit Offering Period must be effected by way of a notarial deed executed before a Dutch notary: this will cause transfers of record ownership of Shares to the Purchaser during such extensions of the Offer to be substantially more expensive, cumbersome and time-consuming than transfers of record ownership of Shares to the Purchaser prior to the Expiration Time. Furthermore…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369924.pdf

EFTA01380294Dataset 10

2018-03-121p602w

Can the Offer be extended and under what circumstances? Yes, subject to Intel's rights to terminate the Purchase Agreement in accordance with its terms, we may extend the Offer to such other date and time as may be agreed in writing by Mobileye and Intel, and we have agreed in the Purchase Agreement that we will extend the Offer: for the minimum period required by applicable law, the SEC or the rules of the NASDAQ Global Select Market ("NASDAQ…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380294.pdf

EFTA01383754Dataset 10

1p566w

…or that would require it) to abandon, terminate, or fail to consummate the transactions contemplated by the Purchase Agreement. Solely in response to a Superior Proposal received after the date of the Purchase Agreement, the Mobileye Board may, at any time prior to the Expiration Time, make an Adverse Recommendation Change or validly terminate the Purchase Agreement to enter into a definitive agreement with respect to such Superior Proposal or authorize, resolve, agree, or publicly propose to take any such…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01383754.pdf

EFTA01380332Dataset 10

1p795w

…transfers of record ownership of the Shares to the Purchaser during the Subsequent Offering Period and (if applicable) the Minority Exit Offering Period must be effected by way of a notarial deed executed before a Dutch notary: this will cause transfers of record ownership of Shares to the Purchaser during such extensions of the Offer to be substantially more expensive, cumbersome and time-consuming than transfers of record ownership of Shares to the Purchaser prior to the Expiration Time. Furthermore…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380332.pdf

EFTA01383762Dataset 10

1p795w

…transfers of record ownership of the Shares to the Purchaser during the Subsequent Offering Period and (if applicable) the Minority Exit Offering Period must be effected by way of a notarial deed executed before a Dutch notary: this will cause transfers of record ownership of Shares to the Purchaser during such extensions of the Offer to be substantially more expensive, cumbersome and time-consuming than transfers of record ownership of Shares to the Purchaser prior to the Expiration Time. Furthermore…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01383762.pdf

EFTA01380328Dataset 10

1p765w

of the Purchase Agreement and prior to the Expiration Time. that has not arisen as a result of any actions taken by Mobileye in breach of the Purchase Agreement, which causes the Mobileye Board to determine in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to make an Adverse Recommendation Change would be inconsistent with Mobileye's directors' fiduciary duties under the laws of The Netherlands. provided that in no event will the…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380328.pdf