Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. as amended. (b) the receipt of all required consents or approvals under the Israel Restrictive Trade Practices Law. 5748-1988. as amended, and (c) the receipt of. or expiration of relevant waiting periods under. all required clearances or approvals under other applicable regulatory or antitrust laws, as agreed to by Purchaser, Intel. and Mobileye under the terms of the Purchase Agreement. The "Restraints Condition" requires that there is not in effect any law, regulation. order, or injunction entered, enacted, promulgated, enforced, or issued by any court or other governmental authority of competent jurisdiction prohibiting. rendering illegal. frustrating. or enjoining the consummation of the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuant to the Offer and not properly withdrawn (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee prior to the Expiration Time). together with the Shares then owned by Intel or its affiliates. represents at least 95% of Mobileye's issued capital eeplaatst kapitaal) immediately prior to the Expiration Time. The "Governance Resolutions Condition" requires that, at the EGM or a subsequent EGM. Mobileye shareholders have adopted one or more resolutions effective upon the Offer Closing to appoint Purchaser- designated directors, including two non-executive directors who are independent from Intel and Purchaser (if such independent non-executive directors are n