at least 95% of Mobileye's issued capital (geplaatst 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 Dutch Court for 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 Share price paid in the Compulsory Acquisition to be equal to the Offer Consideration, the Dutch Court has sole discretion to determine the per Share price, which may be greater than, equal to or less than the Offer Consideration (with such price potentially being increased by Dutch Statutory Interest). Any dividend or other distribution made by Mobileye to Mobileye shareholders during such period will be credited against the amount to be paid by Purchaser to the non-tendering Mobileye shareholders. The Dutch Court may appoint one or three experts to provide a valuation of the Shares that were not tendered pursuant to the Offer. Upon execution (tettuitvoeriegging) of the Dutch Court's ruling in the Compulsory Acquisition, each non-tendering Mobileye shareholder will receive the Dutch Court-determined per Share price and Purchaser will become the sole shareholder of Mobileye. Alternative Post-Offer Reorganization Measures. The Purchase Agreement provides that Intel or Purchaser may also effectuate (and cause Mobileye to effectuate) the Past-Offer Reorganization by means of any of the following alternative manners (each an "Alternative Past-Closing Restructuring'): • an election by Mobileye 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, as reasonably determined by Intel or Purchaser; the exercise of the Call Option: • a statutory legal merger (juridischefrui