(x) any action brought or threatened by shareholders of Mobileye (whether on behalf of Mobileye or otherwise) asserting allegations of breach of fiduciary duty or violations of securities laws in connection with the transactions contemplated by the Purchase Agreement: (xi) any action brought. or that could be brought. by any third party challenging the transactions contemplated by the Purchase Agreement: and (xli) any action expressly required to be taken pursuant to the Purchase Agreement. any action not taken because it was prohibited under the Purchase Agreement (so long as Mobileye requested in writing Inters waiver or consent to take such action and Intel failed to provide such waiver or consent), or any action taken at the express written direction of Intel or Purchaser: provided that with respect to subclauses (i). (ii). (iii). (iv). (v). (vii) and (ix). 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 not otherwise excluded. only such incremental disproportionate impact or impacts will be taken into account in determining whether there has been. or would reasonably be expected to be. a Company Material Adverse Effect. 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, Professor Amnon Shashua and Mr. Ziv Aviram, who abstained, due to potential conflicts of interest) (a) determined that the Purchase Agreement and the transactions contemplated by the Purchase Agreement are in the best interests of Mobileye. its business and its shareholders, employees, and other relevant stakeholders. (b) approved and adopted the Purchase Agreement (including the execution, delivery, and performance of the Purchase Agreement) and the transactions contemplated