• any transaction. including a sale and/or transfer of any material asset, between Mobileye and its affiliates or between Mobileye and Intel or Purchaser or their respective affiliates with the objective of utilizing any carry forward tax losses available to Mobileye. Intel, Purchaser or any of their respective affiliates; • any transactions. restructurings, share issues, procedures and/or proceedings in relation to Mobileye and/or one or more of its affiliates required to effect the aforementioned transactions: and • any combination of the foregoing. To undertake any Alternative Post-Closing Restructuring (other than the first two bullet points). Intel or Purchaser would have to receive the prior written consent of Mobileye (not to be unreasonably withheld. conditioned or delayed). which consent would require the affirmative vote of the Independent Directors if the proposed Alternative Post-Closing Restructuring constituted an Independent Director Approval Transaction (as defined below). It is possible that Purchaser may not be able to implement any proposed Post-Offer Reorganization promptly after the Offer Closing. that such Post-Offer Reorganization may be delayed or that such Post-Offer Reorganization may not be able to take place at all. Any Post-Offer Reorganization could be the subject of litigation, and a court could delay the Post-Offer Reorganization or prohibit it from occurring on the terms described in this Offer to Purchase, or from occurring at all. Moreover, even if' Purchaser is able to effect any proposed Post-Offer Reorganization. the consideration that Mobileye shareholders receive therefrom may be substantially lower and/or different in form than the consideration that they would have received had they tendered their Shares in the Offer (and they may also be subject to additional taxes). Under no circumstance will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Off