definiens: means Flamel ; means the number of shares of the Acquired Company immediately prior to completion of the Merger ; means Avadel ; means ordinary shares of the Acquiring Company to be issued to the shareholders of the Acquired Company on consummation of the Merger in accordance with th e share exchange ratio for the Merger as described in Clause 6.1 ; means an American Depositary Share, which represents one ordinary share of Flamel ; each ADS is issued pursuant to a program sponsored by the Acquired Company under which the Bank of New York Mellon is the ; has the meaning given to it in Clause 2 ; has the meaning given to it in Clause 8.1.4 ; has the meaning given to it Clause 8.1.3.c ) ; means any day ( other than a Saturday or Sunday ) on which banks are generally open for business in Paris and in Dublin ; means the Code Général des Impôts, i.e., the French general tax code ; means the Irish Companies Act 2014 ; means the Irish Companies Registration Office ; means the Directive 2005/56 / EC of the European Parliament and of the Council of 26 October 2005, on cross -border mergers of li mited -liability companies ; has the meaning given to it Clause 8.1.3.a ) ; means the prior merger by acquisition of Avadel and FIHL under Chapter 3 of Part 9 of the Companies Act ; means the date sp ecified in the Final Order on which the consequences of the Merger as set out in regulation 19(1 ) of the Irish Regulations and article L. 236 -31 of the French Regulations are to have effect ; as stated in Clause 11, the parties contemplate that the Effectiv e Date is to be December 31, 2016 ; has the meaning given to it Clause 11 ; means, with respect to any company, securities conferring access to the share capital of such company in the form of stock options, un vested free shares, warrants or other rights to acquire ordinary shares ( or the equivalent ) ; means FLAMEL IRISH HOLDINGS LTD, an Irish private company limited by shares incorporated under and governed by the laws of Ireland with issued share capit al of EUR100 comprising 100 ordinary shares of EUR1.00 each, all fully paid, and registered office located at Block 10 -1, Blanchardstown Corporate Park, Ballycoolin, Dublin 15 and registered under number 542076 in the CRO ; means the order m ade by the Irish High Court under regulation 14 of the Irish Regulations pursuant to which the Irish High Court approves the completion of the Merger, confirms that the terms and conditions of the Merger are fair ( both procedurally and substantively ) to th e Flamel shareholders, and fixes the Effective Date ; has the meaning given to it in Clause 8.1 ; means the French Code de commerce ; 2 means the French law no 2008 -649 dated 3 July 2008 and the French decree no 2009 -11 dated 5 January 2009 which have implemented the Directive into French law under articles L.236 -25 et seq