Common use of Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction Clause in Contracts

Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction. (a) The Company may redeem the Notes, in whole but not in part (except in respect of Holders that elect otherwise as described below), at the Company’s option (a “Tax Redemption”) at the Redemption Price if, on the next date on which any amount would be payable or delivery owed in respect of the Notes, the Company would be required to pay any Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available to the Company (provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Israeli Income Tax Ordinance is, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(a)) as a result of: (i) any amendment to, or change in, the laws, tax treaties, or any regulations, protocols or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is announced and becomes effective, in each case, after August 10, 2020 (or, if the applicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after August 10, 2020, such later date); or (ii) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is announced and becomes effective, in each case, after August 10, 2020 (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after August 10, 2020, such later date) (any such amendment or change described in clauses (i) or (ii), a “Change in Tax Law”).

Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction. (a) Other than as described in this Article 16 in the case of a Tax Redemption or a Sale Price Redemption, the Notes may not be redeemed by the Company at its option prior to the Maturity Date and no sinking fund is provided for the Notes. The Company may redeem the NotesNotes for cash, in whole but not in part (except in respect of Holders that elect otherwise as described below), at the Company’s option (a “Tax Redemption”) upon giving not less than 50 nor more than 65 Scheduled Trading Days’ prior written notice (the date for Tax Redemption specified in such notice, the “Tax Redemption Date”) to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent and each Holder of the Notes at the Tax Redemption Price if, on the next date on which any amount would be payable or delivery owed in respect of the Notes, the Company would be required to pay any Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available to the Company (provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Israeli Income Tax Ordinance is, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(a)) as a result of: (i) any amendment to, or change in, the laws, tax treaties, or any regulations, protocols or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is formally announced and becomes effective, in each case, after August 10October 7, 2020 (or, if the applicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after August 10October 7, 2020, such later date); or (ii) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is formally announced and becomes effective, in each case, after August 10October 7, 2020 (or, if the applicable Relevant Taxing Jurisdiction becomes became a Relevant Taxing Jurisdiction on a date after August 10October 7, 2020, such later date) (any such amendment or change described in clauses (i) or (ii), a “Change in Tax Law”). (b) The Company will not give any such notice of a Tax Redemption (the “Tax Redemption Notice”) earlier than 90 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts, and, at the time such Tax Redemption Notice is given, the obligation to pay Additional Amounts must remain in effect. A Tax Redemption Notice shall be irrevocable. The Company may not specify a Tax Redemption Date that falls on or after the 42nd Scheduled Trading Day immediately preceding the Maturity Date and the Redemption Date must be a Business Day. (c) The Tax Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Tax Redemption Notice in the manner herein provided or any defect in the Tax Redemption Notice to the Holder of any Note designated for Tax Redemption shall not affect the validity of the proceedings for the redemption of any other Note.

Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction. (a) The Company may redeem the Notes, in whole but not in part (except in respect of Holders that elect otherwise as described below), at the Company’s option (a “Tax Redemption”) upon giving not less than 35 nor more than 60 Scheduled Trading Days’ prior written notice (the date for Tax Redemption specified in such notice, the “Tax Redemption Date”) to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent and each Holder of the Notes at the Redemption Price if, on the next date on which any amount would be payable or delivery owed in respect of the Notes, the Company would be required to pay any Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available to the Company (provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Israeli Income Tax Ordinance is, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(a)) as a result of: (i) any amendment to, or change in, the laws, tax treaties, or any regulations, protocols or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is announced and becomes effectiveeffective on or after June 21, in each case, after August 10, 2020 2018 (or, if the applicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after August 10June 21, 20202018, such later date); or (ii) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is announced and becomes effectiveeffective after June 21, in each case, after August 10, 2020 2018 (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after August 10June 21, 20202018, such later date) (any such amendment or change described in clauses (i) or (ii), a “Change in Tax Law”). (b) The Company will not give any such notice of a Tax Redemption (the “Notice of Tax Redemption”) earlier than 90 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts, and, at the time such Notice of Tax Redemption is given, the obligation to pay Additional Amounts must remain in effect. A Notice of Tax Redemption shall be irrevocable. The Tax Redemption Date must be a Business Day.

Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction. (a) Other than as described in this Article 16 in the case of a Tax Redemption or a Sale Price Redemption, the Notes may not be redeemed by the Company at its option prior to the Maturity Date and no sinking fund is provided for the Notes. The Company may redeem the NotesNotes for cash, in whole but not in part (except in respect of Holders that elect otherwise as described below), at the Company’s option (a “Tax Redemption”) upon giving not less than 50 nor more than 65 Scheduled Trading Days’ prior written notice (the date for Tax Redemption specified in such notice, the “Tax Redemption Date”) to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent and each Holder of the Notes at the Tax Redemption Price if, on the next date on which any amount would be payable or delivery owed in respect of the Notes, the Company would be required to pay any Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available to the Company (provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Israeli Income Tax Ordinance is, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(a)) as a result of: (i) any amendment to, or change in, the laws, tax treaties, or any regulations, protocols or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is formally announced and becomes effective, in each case, after August 10November 13, 2020 2019 (or, if the applicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after August 10November 13, 20202019, such later date); or (ii) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is formally announced and becomes effective, in each case, after August 10November 13, 2020 2019 (or, if the applicable Relevant Taxing Jurisdiction becomes became a Relevant Taxing Jurisdiction on a date after August 10November 13, 20202019, such later date) ); (any such amendment or change described in clauses (i) or (ii), a “Change in Tax Law”); and, in case of either clause (i) or (ii), the Company delivers to the Trustee an Opinion of Counsel that is of outside legal counsel of recognized standing in the Relevant Taxing Jurisdiction attesting to such Change in Tax Law and an Officer’s Certificate attesting to an obligation to pay Additional Amounts and that the obligation to pay Additional Amounts could not be avoided by taking reasonable measures available to the Company. The Trustee will accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders of the Notes absent fraud or manifest error. (b) The Company will not give any such notice of a Tax Redemption (the “Tax Redemption Notice”) earlier than 90 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts, and, at the time such Tax Redemption Notice is given, the obligation to pay Additional Amounts must remain in effect. A Tax Redemption Notice shall be irrevocable. The Company may not specify a Tax Redemption Date that falls on or after the 42nd Scheduled Trading Day immediately preceding the Maturity Date and the Redemption Date must be a Business Day. (c) The Tax Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Tax Redemption Notice in the manner herein provided or any defect in the Tax Redemption Notice to the Holder of any Note designated for Tax Redemption shall not affect the validity of the proceedings for the redemption of any other Note.

Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction. (a) The Company may redeem the Notes, in whole but not in part (except in respect of Holders that elect otherwise as described below), at the Company’s option (a “Tax Redemption”) at the redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid Special Interest, if any, to, but excluding, the date fixed by the Company for redemption (“Redemption Price”) (unless the Tax Redemption Date falls after a Special Interest Record Date but on or prior to the immediately succeeding Special Interest Payment Date, in which case Special Interest accrued to the Special Interest Payment Date, if any, will be paid to the Holder of record as of the close of business on such Special Interest Record Date, and the Redemption Price if, shall be equal to 100% of the principal amount of the Notes to be redeemed) if on the next date on which any amount would be payable or delivery owed in respect of the NotesNotes (or, in the case of any Additional Amounts with respect to conversion consideration, the next date on which a Holder may exercise its conversion rights), the Company would be required to pay any Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available to the Company (provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Israeli Income Tax Ordinance is, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(a)) ), as a result of: (i) any amendment to, or change in, the laws, tax treaties, laws or any regulations, protocols regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is not announced before and becomes effectiveeffective after February 4, in each case, after August 10, 2020 2021 (or, if the applicable Relevant Taxing Jurisdiction becomes became a Relevant Taxing Jurisdiction on a date after August 10February 4, 20202021, such later date); or (ii) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols regulations or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is not announced before, and becomes effectiveeffective after February 4, in each case, after August 10, 2020 2021 (or, if the applicable Relevant Taxing Jurisdiction becomes became a Relevant Taxing Jurisdiction on a date after August 10February 4, 20202021, such later date) (any such amendment or change described in clauses (i) or (ii), a “Change in Tax Law”).

Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction. (a) The If the Company may redeem the Noteshas, in whole but not in part (except in respect of Holders that elect otherwise as described below), at the Company’s option (a “Tax Redemption”) at the Redemption Price if, or on the next date on which any amount would be payable or delivery owed in respect of the NotesInterest Payment Date would, the Company would be required become obligated to pay any Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available to the Company (provided Holder of any Note Additional Amounts that listing the Notes on are more than a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Israeli Income Tax Ordinance isde minimis amount, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(a)) as a result of: (i1) any change or amendment toon or after the date of the Prospectus Supplement (or, or change inin the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, after such later date) in the laws, tax treaties, laws or any regulations, protocols rules or rulings promulgated thereunder regulations of a Relevant Taxing Jurisdiction that is announced and becomes effectiveJurisdiction; or (2) any change on or after the date of the Prospectus Supplement (or, in each casethe case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, after August 10such later date) in an interpretation, 2020 administration or application of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such Relevant Taxing Jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination); (each, a “change in tax law”), the Company may, at its option, redeem all but not part of the Notes (except in respect of certain Holders that elect otherwise as described in Section 6.01(c)) at a redemption price (the “Tax Change Redemption Price”) equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the Tax Change Redemption Date, including, for the avoidance of doubt, any Additional Amounts with respect to such Tax Change Redemption Price; provided that the Company may only redeem the notes if: (A) the Company cannot avoid these obligations by taking commercially reasonable measures available to the Company; and (B) the Company delivers to the Trustee an opinion of outside legal counsel of recognized standing in the Relevant Taxing Jurisdiction and an Officer’s Certificate attesting to such change in tax law and obligation to pay Additional Amounts that are more than a de minimis amount, provided, further, that if the Tax Change Redemption Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay the full amount of accrued and unpaid interest, if any, due on such Interest Payment Date to the Holder of record of the Notes on the Regular Record Date corresponding to such Interest Payment Date, and the Tax Change Redemption Price payable to the Holder who presents a Note for redemption will be equal to 100% of the principal amount of such Note, including for the avoidance of doubt, any Additional Amounts with respect to such Tax Change Redemption Price. (b) The Company shall give Holders not less than 30 days’ nor more than 60 days’ notice prior to the redemption date (a “Tax Change Redemption Date”). Simultaneously with providing such notice, the Company shall (i) publish a notice containing the information in this Section 6.01 in a newspaper of general circulation in the City of New York or issue a press release and (ii) publish the information on the Company’s website or through such other public medium as the Company may use at that time. The Tax Change Redemption Date must be a Business Day. (c) Upon receiving such notice of redemption, each Holder will have the right to elect to not have its Notes redeemed, in which case the Company shall not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change or the 2017 Repurchase Date, maturity or otherwise, and whether in ADSs, Reference Property or otherwise) after the Tax Change Redemption Date (or, if the applicable Company fails to pay the Tax Change Redemption Price on the Tax Change Redemption Date, such later date on which the Company pays the Tax Change Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction becomes and taxes required by law to be deducted or withheld as a Relevant Taxing Jurisdiction on result of such change in tax law; provided that, notwithstanding the foregoing, if a date after August 10Holder electing not to have its Notes redeemed converts its notes in connection with the Company’s election to redeem the Notes in respect of such change in tax law as described in Section 4.07(f), 2020the Company shall be obligated to pay Additional Amounts, if any, with respect to such later date); orconversion. (iid) A Holder electing to not have its Notes redeemed must deliver to the Paying Agent a written notice of election so as to be received by the Paying Agent prior to the close of business on the second Business Day immediately preceding the Tax Change Redemption Date; provided that, a Holder that complies with the requirements for conversion described in Section 4.02 will be deemed to have delivered a notice of its election to not have its Notes so redeemed. A Holder may withdraw any amendment to, or change in, an official interpretation or application regarding notice of election (other than such laws, tax treaties, regulations, protocols or rulings, including a deemed notice of election in connection with a conversion) by virtue delivering to the Paying Agent a written notice of a holding, judgment or order by a court withdrawal prior to the close of competent jurisdiction or a change in administrative practice that is announced and becomes effective, in each case, after August 10, 2020 business on the Business Day immediately preceding the Tax Change Redemption Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction Company fails to pay the Tax Change Redemption Price on a date after August 10, 2020the Tax Change Redemption Date, such later datedate on which the Company pays the Tax Change Redemption Price). If no election is made or deemed to have been made, the Holder will have its Notes redeemed without any further action. (e) No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded on or prior to such Tax Change Redemption Date. (any such amendment or change f) Other than as described in clauses (i) or (ii)this Section 6.01, a “Change in Tax Law”)the Notes may not be redeemed by the Company at the Company’s option prior to maturity.

Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction. (a) The Company may redeem the NotesNotes for cash, in whole but not in part (except in respect of Holders that elect otherwise as described below), at the Company’s option (a “Tax Redemption”) at the Redemption Price (including, for the avoidance of doubt, any Additional Amounts with respect to such Redemption Price) if, on the next date (with respect to Special Interest) or on a future date (with respect to any conversion consideration, assuming that the Notes are convertible at that time) (the “Earliest Tax Redemption Date”) on which any amount would be payable or delivery owed in respect of the Notes, the Company would be required to pay any Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available to the Company (provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Israeli Income Tax Ordinance is, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(a)) as a result of: (i) any amendment to, or change in, the laws, tax treaties, or any regulations, protocols or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is formally announced and becomes effective, in each case, after August 10November 17, 2020 2021 (or, if the applicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after August 10November 17, 20202021, such later date); or; (ii) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is formally announced and becomes effective, in each case, after August 10November 17, 2020 2021 (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after August 10November 17, 20202021, such later date) (any such amendment or change described in clauses (i) or (ii), a “Change in Tax Law”); or (iii) any adoption of an administrative practice or policy, an interpretation or application or otherwise a formal announcement (including a private letter ruling, circulars, publications) by Israel (or any political subdivision thereof or any government authority therein or thereof having power to tax) or a decision or ruling by a court of competent jurisdiction within Israel (a “Tax Event”), according to which the conversion consideration upon a conversion of the Notes in whole or in material part is or will be during the remaining term of the Notes treated as subject to Israeli tax withholding (the “Conversion Consideration Withholding”); and (b) in the case of clause (i), (ii) or (iii), the Company shall deliver to the Trustee an Opinion of Counsel (such counsel of recognized standing in the Relevant Taxing Jurisdiction) attesting to such Change in Tax Law or the Tax Event having occurred (as applicable) and an Officers’ Certificate attesting to an obligation to pay Additional Amounts and that the obligation to pay Additional Amounts could not be avoided by taking reasonable measures available to the Company. The Trustee will accept such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders of the Notes absent fraud or manifest error. (c) Notwithstanding anything to the contrary herein, any Additional Amounts payable in respect of withholding tax imposed by Israel (or any political subdivision thereof or any taxing authority therein or thereof having power to tax) on payments of Special Interest (other than Conversion Consideration Withholding), if any, with respect to a Note at the rate of 25% or less shall not, for the purposes of exercising a Tax Redemption, be considered to have resulted from a Change in Tax Law to the extent the obligation to pay such Additional Amounts arises as a result of Israel (or any political subdivision thereof or any taxing authority therein or thereof having power to tax) being a Relevant Taxing Jurisdiction with respect to the Company or any Successor Company.