independent non-executive directors are not already members of the Mobileye Board) to replace certain resigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the articles of association of Mobileye, including to convert Mobileye from a public limited liability company (naamloze vennootschap or N.V.) to a private company with limited liability (beslolen vennootschap met beperkie aansprakelijkheid or B. V.) under Dutch law, with such amendment becoming effective as soon as practicable following the Offer Closing if so elected by Purchaser and (ii) further amend Mobileye's articles of association after the Shares have been delisted from the NYSE, with such second amendment becoming effective following such delisting: (e) adopt a resolution to. subject to (i) the Acceptance Time having occurred. (ii) the Pre-Wired Asset Sale Ruling having been received and (iii) the number of Shares validly tendered in accordance with the terms of the Offer (including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) and not properly withdrawn together with the Shares owned by Purchaser or any of its affiliates, representing at least 67% of Mobileye's issued capital (geplaatst kapitaal) (the "Asset Sale Threshold"), approve the Asset Sale as contemplated by the asset sale documentation annexed to the Purchase Agreement. as required under section 2:107a of the DCC: (f) adopt a resolution to, subject to (i) the Acceptance Time having occurred. (ii) the Asset Sale Threshold having been achieved, and (iii) the Asset Sale having been completed, ( I) dissolve (ontbinden) Mobileye in accordance with section 2:19 of the DCC. (2) appoint as liquidator a foundation (sticking) to be incorporated under Dutch law and approve reimbursement of the liquidator's reasonable salary and costs (provided that such reimbursement will be subject to the approval of