shareholder in Mobileye: and (c) the non-tendering Mobileye shareholders would continue to own Shares representing. in the aggregate. a minority of the Shares then outstanding. As soon as practicable following consummation of the Asset Sale. Purchaser (or an affiliate of Purchaser) would then complete the Post-Offer Reorganization by causing Mobileye to be liquidated in accordance with applicable Dutch procedures (the "Liquidation"). with Purchaser (or an affiliate of Purchaser) providing an indemnity or guarantee to the liquidator in respect of the Liquidation for any deficit in the estate of Mobileye to enable the liquidator to make an immediate advance distribution in cash (the "Second Step Distribution") to a depositary on behalf of each non- tendering Mobileye shareholder in an amount equal to the Offer Considezation, without interest and less applicable withholding taxes, for each Share then owned. If the number of Shares tendered pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period), together with the Shares then owned by Intel or its affiliates, represents less than 100% but at least 959E of Mobileye's issued capital (geplaatsr kapitaal), and Purchaser and Intel elect to have Purchaser commence the Compulsory Acquisition, Purchaser would then complete the Post-Offer Reorganization by commencing a statutory proceeding before the Enterprise Chamber (Ondememingskamer) of the Amsterdam Court of Appeals (Gereelushof Amsterdam) (the "Dutch Court") for the compulsory acquisition (airkoopprocedure) of non- tendered shares as provided by Dutch law (the "Compulsory Acquisition') of Shares held by non-tendering Mobileye shareholders in accordance with Section 2:92a or Section 2:201a of the DCC. While Intel and Purchaser will use their reasonable best efforts to cause the per Shaft price paid in the Compulsory Acquisition to b