EFTA Document EFTA01380326

For the purposes of the Purchase Agreement, a "Superior Proposal" means a bona fide written Alternative Acquisition Proposal that is binding (subject only to the valid termination of the Purchase Agreement) on the offeror. that did not result from a breach of Mobileye's non-solicitation obligations and that the Mobileye Board has determined in good faith (after consultation with its outside legal counsel and financial advisors), taking into account all legal. financial, regulatory. financing