Common use of Notice of Tax Redemption Clause in Contracts

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business Days prior to the date on which notice is sent to the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 10 nor more than 60 days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that if the Company shall give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it. The Trustee shall accept and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section ‎Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business Days prior to the date on which notice is sent to the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 10 nor more than 60 calendar days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that if the Company shall give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 calendar days prior to the earliest date on which the Company or the Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was or the Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its the Guarantor’s public website. Prior to the mailing mailing, publication or, where relevant, delivery of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails delivers a Notice of Tax Redemption, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company or the Guarantor taking reasonable measures available to itthe Company or the Guarantor. The Trustee shall accept and shall be entitled to conclusively rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business Days prior to the date on which notice is sent to the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 10 45 nor more than 60 days 65 Scheduled Trading Days’ prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that (i) the Company may not give a Notice of Tax Redemption after December 31, 2022, and (ii) if the Company shall give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was notes or guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of the 102 relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the Trustee (i) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company or the relevant Guarantor taking reasonable measures available to it. The Trustee shall accept and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business Days prior to the date on which notice is sent to the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 10 nor more than 60 days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that if the Company shall give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the Trustee (i) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it. The Trustee shall accept and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section 16.01, it shall fix a date for redemption (the each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business Days 65 calendar days prior to the date on which notice is sent to the Holders Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a written notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 10 95 nor more than 60 days 105 Scheduled Trading Days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as and the same appears on the Note RegisterPaying Agent; provided, however, that that, if the Company shall give a Notice of Tax Redemptionsuch notice, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax RedemptionRedemption Notice, the Company will (i) issue shall publish, or shall cause to be published, a press release notice containing the relevant information set forth in such Redemption Notice on Avadel’s website or disclose through such other public medium as Avadel may use at that time and shall file the relevant information in publication with the Recognized Stock Exchange on which the Notes are then listed so long as the notes are so listed on a Current Report on Form 8-K and (ii) post such information on its websiteRecognized Stock Exchange. Prior to the mailing of any Notice of Tax sending a Redemption of the Notes pursuant to the foregoingNotice, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of Officers’ Certificate stating that the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the Trustee an Officer’s Certificate to the effect that it Obligor cannot avoid its the obligation to pay Additional Amounts in respect of the relevant Tax Redemption by the Company taking commercially reasonable measures available to itit and the opinion of outside legal counsel referred to in Section 16.01. The Trustee shall accept and shall be entitled to rely on such Officer’s Officers’ Certificate and Opinion such opinion of Counsel outside legal counsel as sufficient evidence of the existence and satisfaction of the conditions as described aboveprecedent set forth in Section 16.01, in which event it will shall be conclusive and binding on all the Holders of the HoldersNotes.

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section 16.01, it shall fix a date for redemption Tax Redemption (the each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business 110 Scheduled Trading Days prior to the date on which notice is sent to the Holders Tax Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a written notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 10 95 nor more than 60 days 105 Scheduled Trading Days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as and the same appears on Paying Agent (the Note Registerdate such notice is delivered, the “Tax Redemption Notice Date”); provided, however, that that, if the Company shall give a Notice of Tax Redemptionsuch notice, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax RedemptionRedemption Notice, the Company will (i) issue shall publish, or shall cause to be published, a press release notice containing the relevant information set forth in such Tax Redemption Notice on Avadel’s website or disclose through such other public medium as Avadel may use at that time and shall file the relevant information in publication with the Recognized Stock Exchange on which the Notes are then listed so long as the Notes are so listed on a Current Report on Form 8-K and (ii) post such information on its websiteRecognized Stock Exchange. Prior to the mailing of any Notice of sending a Tax Redemption of the Notes pursuant to the foregoingNotice, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of Officers’ Certificate stating that the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the Trustee an Officer’s Certificate to the effect that it Obligor cannot avoid its the obligation to pay Additional Amounts in respect of the relevant Tax Redemption by the Company taking commercially reasonable measures available to itit and the opinion of outside legal counsel referred to in Section 16.01. The Trustee shall accept and shall be entitled to rely on such Officer’s Officers’ Certificate and Opinion such opinion of Counsel outside legal counsel as sufficient evidence of the existence and satisfaction of the conditions as described aboveprecedent set forth in Section 16.01, in which event it will shall be conclusive and binding on all the Holders of the HoldersNotes.

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business Days prior to the date on which notice is sent to the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 10 45 nor more than 60 days 65 Scheduled Trading Days’ prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that (i) the Company may not give a Notice of Tax Redemption after to the 40th Scheduled Trading Day immediately before the Maturity Date, and (ii) if the Company shall give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The (b)The Company shall not give any such notice Notice of redemption Tax Redemption earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was notes or guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the Trustee (i) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company or the relevant Guarantor taking reasonable measures available to it. The Trustee shall accept and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section ‎Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business Days prior to the date on which notice is sent to the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 10 nor more than 60 calendar days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that if the Company shall give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. (b) The Company shall not give any such notice of redemption earlier than 60 calendar days prior to the earliest date on which the Company or the Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was or the Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its the Guarantor’s public website. Prior to the mailing mailing, publication or, where relevant, delivery of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails delivers a Notice of Tax Redemption, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company or the Guarantor taking reasonable measures available to itthe Company or the Guarantor. The Trustee shall accept and shall be entitled to conclusively rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.

Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section 16.01, it shall fix a date for redemption Tax Redemption (the each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business 65 Scheduled Trading Days prior to the date on which notice is sent to the Holders Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a written notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 10 45 nor more than 60 days Scheduled Trading Days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as and the same appears on Paying Agent (the Note Registerdate such notice is delivered, the “Redemption Notice Date”); provided, however, that that, if the Company shall give a Notice of Tax Redemptionsuch notice, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes was then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax RedemptionRedemption Notice, the Company will (i) issue shall publish, or shall cause to be published, a press release notice containing the relevant information set forth in such Redemption Notice on Avadel’s website or disclose through such other public medium as Avadel may use at that time and shall file the relevant information in publication with the Recognized Stock Exchange on which the Notes are then listed so long as the Notes are so listed on a Current Report on Form 8-K and (ii) post such information on its websiteRecognized Stock Exchange. Prior to the mailing of any Notice of Tax sending a Redemption of the Notes pursuant to the foregoingNotice, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of Officers’ Certificate stating that the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the Trustee an Officer’s Certificate to the effect that it Obligor cannot avoid its the obligation to pay Additional Amounts in respect of the relevant Tax Redemption by the Company taking commercially reasonable measures available to itit and the opinion of outside legal counsel referred to in Section 16.01. The Trustee shall accept and shall be entitled to rely on such Officer’s Officers’ Certificate and Opinion such opinion of Counsel outside legal counsel as sufficient evidence of the existence and satisfaction of the conditions as described aboveprecedent set forth in Section 16.01, in which event it will shall be conclusive and binding on all the Holders of the HoldersNotes.

Notice of Tax Redemption. (a) In the event that case the Company exercises its Tax Redemption right pursuant to Section 16.01, it shall fix a date for redemption Tax Redemption (the each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five Business 70 Scheduled Trading Days prior to the date on which notice is sent to the Holders Tax Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a written notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 10 45 nor more than 60 days 65 Scheduled Trading Days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as (the same appears on date such notice is delivered, the Note Register“Tax Redemption Notice Date”); provided, however, that that, if the Company shall give a Notice of Tax Redemptionsuch notice, it shall also give a written notice of the Tax Redemption Date to the Trustee Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent. The Tax Redemption Date must be a Business Day, and the Company shall not specify a Tax Redemption Date that falls on or after the 36th Scheduled Trading Day immediately preceding the Maturity Date. The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which not, and the Company would shall not be obligated to make such payment permitted to, send a Notice of Additional Amounts if a payment in respect Tax Redemption so long as, as of the Notes was then due and at date of the time such notice is givenNotice of Tax Redemption, the obligation Company shall have failed to pay Additional Amounts must remain in effect. file all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that it was required to file such reports and materials), after giving effect to all applicable grace periods thereunder and other than reports on Form 6-K. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue shall publish, or cause to be published, a press release notice containing the relevant information or disclose the relevant information set forth in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of on the Notes pursuant to the foregoing, Company’s website or through such other public medium as the Company shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect may use at that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it. The Trustee shall accept and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holderstime.