Common use of Holders’ Right to Avoid Redemption Clause in Contracts

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption as described in Section 16.02, each Holder of Notes shall have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall be required to pay Additional Amounts with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax Law, and all subsequent payments in respect of such Notes shall be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely as a result of the relevant Change in Tax Law. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee no later than the 10th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Notice.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article ‎Article 16, if the Company has given a Notice of Tax Redemption as described in Section ‎Section 16.02, each Holder of Notes shall have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall be required to pay Additional Amounts with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawDate, and all subsequent payments in respect of such Notes shall be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely as a result of the relevant Change in Tax LawJurisdiction. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.074.10. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee no later than the 10th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion exchange of its Notes as described in Article ‎Article 14 before the close of business on the second Scheduled Trading Business Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Notice.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption as described in Section 16.02, each Holder of Notes shall have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall not be required to pay Additional Amounts with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawDate, and all subsequent payments in respect of such Notes shall be subject to any tax Tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely as a result of the relevant Change in Tax LawJurisdiction. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee no later than the 10th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Notice.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption as described in Section 16.02, each Holder of Notes shall have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, NICE shall not be required to pay Additional Amounts with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax Law, and all subsequent payments in respect of such Notes shall be subject to any tax required to be withheld or deducted under the laws of an applicable Tax a Relevant Taxing Jurisdiction solely as a result of the relevant Change in Tax Law. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee no later than the 10th 15th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion exchange of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Business Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Noticenotice of election to avoid a Tax Redemption.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 1617, if the Company or any Successor Company has given a Notice of Tax Redemption Notice as described in Section 16.0217.02, each Holder of Notes shall will have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not to be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall or any Successor Company will not be required to pay Additional Amounts with respect to payments made in respect of such Holder’s Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawDate, and all subsequent payments in respect of such Holder’s Notes shall will be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely a Relevant Taxing Jurisdiction, in each case, as a result of the relevant Change change or amendment in Tax Lawthe tax laws of the Relevant Taxing Jurisdiction that caused such Additional Amounts to be paid. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior up to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee no later than the 10th 15th calendar day prior to the Tax Redemption Date; provided that . If a Holder that complies with the requirements for conversion of electing not to have its Notes as described redeemed pursuant to this Section 17.04 converts its Notes in Article 14 before the close of business on the second Scheduled Trading Day immediately preceding the connection with a Tax Redemption Date (orNotice as set forth under Section 14.03, the Company shall be obligated to pay Additional Amounts, if the Company fails any, with respect to pay the Redemption Price, deliveries or payments pursuant to such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Notice.conversion. ​

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption Notice as described in Section 16.02, each Holder of Notes shall will have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not to be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall will not be required to pay Additional Amounts with respect to payments or delivery made in respect of such Holder’s Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawLaw that caused such Additional Amounts to be paid after the Tax Redemption Date, and all subsequent payments in respect of such Holder’s Notes shall will be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely a Relevant Taxing Jurisdiction, as a result of the relevant Change in Tax Law; provided that, notwithstanding the foregoing, if a Holder electing not to be subject to a Tax Redemption converts its Notes in connection with such Tax Redemption, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior up to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee Company (with a copy to the Paying Agent) no later than the 10th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Business Day immediately preceding the Tax Redemption Date (orDate, if provided that a Holder that has complied with the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall requirements set forth in Section 14.02 will be deemed to have validly delivered a No Redemption Noticenotice of its election to avoid a Tax Redemption. If Notes are in global form, the rights of beneficial owners in any Global Note, including any election in connection with a tax redemption pursuant to this Section above, shall be exercised only through the Depositary subject to customary procedures of the Depositary.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption as described in Section 16.02, each Holder of Notes shall have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall not be required to pay Additional Amounts with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawDate, and all subsequent payments in respect of such Notes shall be subject to any tax Tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely as a result of the relevant Change in Tax LawJurisdiction. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee no later than the 10th 5th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Notice.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption Notice as described in Section 16.0216.02 (Notice of Tax Redemption), each Holder of Notes shall will have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not to be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall will not be required to pay any Additional Amounts (including consideration due in respect of conversion, Repurchase Price or Fundamental Change Repurchase Price, and whether payable in cash, Conversion Securities or otherwise) with respect to payments any payment of interest, payment of principal or delivery made in respect of such Holder’s Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawLaw that caused such Additional Amounts to be paid after the Tax Redemption Date, and all subsequent payments in respect of such Holder’s Notes shall will be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely a Relevant Taxing Jurisdiction, as a result of the relevant Change in Tax Law; provided that, notwithstanding the foregoing, if a Holder electing not to be subject to a Tax Redemption converts its Notes in connection with such Tax Redemption, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior up to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.074.07 (Additional Amounts). Where no election is made, the Holder will have its Notes redeemed without any further action. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee Company (with a copy to the Paying Agent) no later than the 10th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Business Day immediately preceding the Tax Redemption Date Date, provided that a Holder that has complied with the requirements set forth in Section 13.02 (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Notice.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 1617, if the Company has given a Redemption Notice of Tax Redemption as described in Section 16.0217.02, each Holder of Notes shall will have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemptionredemption. If a Holder elects that its Notes shall will not be subject to a Tax Redemptionredemption, neither the Company Guarantor nor the relevant Guarantor, as the case may be, shall Company will be required to pay Additional Amounts with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawDate, and all subsequent payments in respect of such Notes shall will be subject to any tax Tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely as a result of the relevant Change in Tax LawTaxing Jurisdiction. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.074.10. Holders must exercise their option to elect to avoid a Tax Redemption redemption by written notice (a “No Redemption Notice”) thereof to the Trustee no later than the 10th 15th calendar day prior to the Tax Redemption Date; provided that a Holder that complies complying with the requirements for conversion of its Notes as described in Article 14 exchange pursuant to Section 15.02 before the close of business on the second Scheduled Trading Business Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Noticenotice of its election not to have its Notes redeemed and the Company or the Guarantor, as applicable, will pay Additional Amounts with respect to such Holder’s exchange of its Notes. If no election is made or deemed to have been made, the Holder will have its Notes redeemed without any further action.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption Notice as described in Section 16.02, each Holder of Notes shall will have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not to be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall will not be required to pay Additional Amounts with respect to payments made in respect of such Holder’s Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawDate, and all subsequent payments in respect of such Holder’s Notes shall will be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely a Relevant Taxing Jurisdiction, in each case, as a result of the relevant Change change or amendment in the tax laws of the Relevant Taxing Jurisdiction that caused such Additional Amounts to be paid; provided that, notwithstanding the foregoing, if a Holder electing not to be subject to a Tax LawRedemption converts its Notes in connection with such Tax Redemption, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior up to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee no later than the 10th 15th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with . If notes are in global form, the requirements for conversion rights of its Notes as described beneficial owners in Article 14 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) any global note shall be deemed exercised only through the Depositary subject to have validly delivered a No Redemption Noticecustomary procedures of the Depositary.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption as described in Section 16.02, each Holder of Notes shall have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall be required to pay Additional Amounts with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax Law, and all subsequent payments in respect of such Notes shall be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely as a result of the relevant Change in Tax Law. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Tax Redemption Notice”) to the Trustee no later than the 10th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Tax Redemption Price, such later date on which the Company pays or duly provides for the Tax Redemption Price) shall be deemed to have validly delivered a No Tax Redemption Notice.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption as described in Section 16.02, each Holder of Notes shall will have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall will not be subject to a the Tax Redemption, neither the Company Guarantor nor the relevant GuarantorCompany, as the case may be, shall be required to pay Additional Amounts as a result of the relevant Change in Tax Law with respect to payments made in respect of such Notes or the Guarantor’s Guarantee in respect thereof following the Tax Redemption Date solely as a result of the relevant Change in Tax LawDate, and all subsequent payments in respect of such Notes shall and the Guarantor’s Guarantee thereof will be subject to any tax required to be withheld or deducted under the laws of an applicable Tax a Relevant Taxing Jurisdiction solely as a result of the relevant Change in Tax Law. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.074.10. Holders must exercise their option to elect to avoid a the Tax Redemption by written notice (a “No Redemption Notice”) thereof to the Trustee no later than the 10th 15th calendar day prior to the Tax Redemption Date; provided that a Holder that complies complying with the requirements for conversion of its Notes as described in Article 14 exchange pursuant to Section 14.02 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Noticenotice of its election not to have its Notes redeemed in the Tax Redemption, and the Company or the Guarantor, as applicable, will pay Additional Amounts, if any are due, with respect to such Holder’s exchange of its Notes. If no election is made or deemed to have been made, the Holder will have its Notes redeemed without any further action.

Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company has given a Notice of Tax Redemption Notice as described in Section 16.02, each Holder of Notes shall will have the right to elect that all or a part of such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not to be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall will not be required to pay any Additional Amounts (including consideration due in respect of conversion, Repurchase Price or Fundamental Change Repurchase Price, and whether payable in cash, ADSs or otherwise) with respect to payments any payment of interest, payment of principal or delivery made in respect of such Holder’s Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawLaw that caused such Additional Amounts to be paid after the Tax Redemption Date, and all subsequent payments in respect of such Holder’s Notes shall will be subject to any tax required to be withheld or deducted under the laws of an applicable Tax Jurisdiction solely a Relevant Taxing Jurisdiction, as a result of the relevant Change in Tax Law; provided that, notwithstanding the foregoing, if a Holder electing not to be subject to a Tax Redemption converts its Notes in connection with such Tax Redemption, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior up to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Where no election is made, the Holder will have its Notes redeemed without any further action. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee Company (with a copy to the Paying Agent) no later than the 10th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Business Day immediately preceding the Tax Redemption Date (orDate, if provided that a Holder that has complied with the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall requirements set forth in Section 14.02 will be deemed to have validly delivered a No Redemption Noticenotice of its election to avoid a Tax Redemption. If Notes are in global form, the rights of beneficial owners in any Global Note, including any election in connection with a tax redemption pursuant to this Section above, shall be exercised only through the Depositary subject to customary procedures of the Depositary.

Holders’ Right to Avoid Redemption. (a) Notwithstanding anything to the contrary in this Article 16, if the Company has given upon receiving a Notice of Redemption in respect of a Tax Redemption as described in Section 16.02Redemption, each Holder of Notes shall have the right to elect that all or a part of such Holder’s to not have its Notes redeemed, in which case the Obligors will not be subject to the Tax Redemption. If a Holder elects that its Notes shall not be subject to a Tax Redemption, neither the Company nor the relevant Guarantor, as the case may be, shall be required obligated to pay any Additional Amounts on any payment with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of the relevant Change in Tax LawLaw with respect to such Tax Redemption that resulted in the obligation to pay such Additional Amounts (whether upon exchange, required repurchase in connection with a Fundamental Change, maturity or otherwise, and whether in cash, ADSs, Reference Property or otherwise) after the Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all subsequent payments in with respect of to such Notes shall will be subject to any tax the deduction or withholding of such Relevant Jurisdiction’s taxes as required by law to be deducted or withheld or deducted under the laws of an applicable Tax Jurisdiction solely as a result of the relevant such Change in Tax Law; provided that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed exchanges its Notes in connection with such Tax Redemption as set forth in Section 14.03, the Obligors shall be obligated to pay Additional Amounts, if any, with respect to such exchange. The obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a Tax Redemption by written notice (a “No Redemption Notice”) to the Trustee no later than the 10th calendar day prior to the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price) shall be deemed to have validly delivered a No Redemption Notice.