Common use of No Redemption Except for Taxation Reasons Clause in Contracts

No Redemption Except for Taxation Reasons. The Notes may be redeemed, in whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes, the Company is or would be required to pay Additional Amounts, (x) the Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding reincorporation or reorganization of the Company), and (y) the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”).

No Redemption Except for Taxation Reasons. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes. The Notes may be redeemed, in for cash, at the Company’s option, as a whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Tax Redemption Price, if (wx) on the next date on which any amount would be payable in respect of the Notes, the Company is or would be required to pay Additional Amounts, (xy) the Company cannot avoid any such payment obligation by taking reasonable measures available to it (including, for provided that changing the avoidance jurisdiction of doubt, appointment of a new Paying Agent but excluding reincorporation or reorganization incorporation of the Company), Company shall be deemed not to be a reasonable measure) and (yz) the requirement arises as a result of: (a) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) thereunder of the relevant Tax Jurisdiction a Relevant Taxing Jurisdiction, which change or amendment is publicly announced and becomes effective on or after the date of the Offering Memorandum June 19, 2019 (or or, if the applicable Tax Jurisdiction became taxing jurisdiction becomes a Tax Relevant Taxing Jurisdiction on a date after the date of the Offering MemorandumJune 19, after 2019, such later date); or (b) any amendment to, or change in, an official written interpretation or amendment to, the official application, application or administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or judgment, order by a court of competent jurisdiction or a change in published administrative practice), which amendment or change or amendment is publicly announced and becomes effective on or after the date of the Offering Memorandum June 19, 2019 (or or, if the applicable Tax Jurisdiction became taxing jurisdiction becomes a Tax Relevant Taxing Jurisdiction on a date after the date of the Offering MemorandumJune 19, after 2019, such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”).

No Redemption Except for Taxation Reasons. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes. The Notes may be redeemed, in for cash, at the Company’s option, as a whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes, NICE or the Company is or would be required to pay Additional Amounts, (x) NICE or the Company cannot avoid any such payment obligation by taking commercially reasonable measures available to it (includingprovided that changing the jurisdiction of incorporation of NICE or the Company shall be deemed not to be a commercially reasonable measure), (y) in the case of NICE, NICE would be unable, for reasons outside its control, to procure payment by the avoidance of doubt, appointment of a new Paying Agent but excluding reincorporation or reorganization of the Company), Company and (yz) the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) thereunder of the relevant Tax Jurisdiction a Relevant Taxing Jurisdiction, which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Relevant Taxing Jurisdiction became a Tax Relevant Taxing Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date); or (b2) any amendment to, or change in, an official interpretation or amendment to, the official application, application or administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or judgment, order by a court of or competent jurisdiction or a change in published administrative practice), ) which amendment or change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Relevant Taxing Jurisdiction became a Tax Relevant Taxing Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”).