definiens: means the group of companies to which Flamel and Avadel belong as described prior to the Effective Date in the chart on page 1 of Appendix A ; has the meaning given to it in Clause 13 ; means the European Communities ( Cross -Border Mergers ) Regulations 2008 as amended by the European Communities ( Mergers and Divisions of Companies ) ( Amendment ) Regulations 2011 ; means the cross -border merger by acquisition ( absorption under French regulations ) of the Acquired Company by the Acquiring Company pursuan t to the Irish Regulations and the French Regulations ; has the meaning given to it in the hereof ; means the proxy statement to be furnished to Flamel ’s shareholders in connection with the meeting o f Flamel shareholders at which such shareholders will be asked to consider the Merger ; means the Nasdaq Global Stock Market ; has the meaning given to it in Clause 8.1.2 ; means the constituti on of Avadel to be in effect as of the Effective Date, substantially in the form of Appendix 15 hereto ; has the meaning given to it Clause 8.1.3.b ) ; means the United States Securities and Exchange Commissio n ; means the share exchange ratio for the Merger as described in Clause 6.1 ; means the issue of the Acquiring Company New Shares ; and means the Directors ’ Stock Warrants, the Scientific Committee ’s Stock Warrants and the Breaking Stick Holdings Stock Warrants