(g) (h) (I) the Material Adverse Effect Condition: certain directors who are being replaced have resigned from the Mobileye Board in accordance with the Purchase Agreement: the Governance Resolutions have been adopted at the EGM or a subsequent EGM: Mobileye has delivered to Intel a certificate signed by an authorized officer of Mobileye dated as of the date on which the Offer expires certifying that the conditions to the Offer specified in (d), (e). and (f) above have been satisfied: and (j) the Purchase Agreement has not been terminated in accordance with its terms. The foregoing conditions are in addition to. and not a limitation of, the rights of Purchaser to extend. terminate or modify the Offer in accordance with the terms and conditions of the Purchase Agreement. Subject to the applicable rules and regulations of the SEC. Purchaser expressly reserves the right at any time prior to the Expiration Time to waive, in whole or in part, any condition to the Offer and to make any change in the genre of or conditions to the Offer. However. Purchaser will not, and Intel will cause Purchaser not to (without the prior written consent of Mobikye): (a) waive or change the Minimum Condition (except to the extent contemplated under the Purchase Agreement): (b) decrease the Offer Consideration: (c) change the form of consideration to be paid in the Offer (d) decrease the number of Shares sought in the Offer (e) extend or otherwise change the Expiration Time (except as provided in the Purchase Agreement): or (f) impose additional conditions to the Offer or otherwise amend, modify or supplement any of the conditions to the Offer or terms of the Offer in a manner adverse to Mobileye shareholders. The foregoing conditions are for the sole benefit of Intel and Purchaser and may be asserted by Intel or Purchaser regardless of the circumstances giving rise to any such condition or may be waived (subject to applicable law) by Intel or Purchaser in its sole di