Common use of Procedures for Exercise Clause in Contracts

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (x) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and in accordance with applicable procedures of the Depositary, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (i) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the Company, together, in either case, with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) are in the form of a Global Note (or a Global Unit), the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Article 11. (c) In the event that the Company exercises its Early Mandatory Settlement Right with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date, the Company shall execute and the Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (x) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and in accordance with applicable procedures of the Depositary, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (i) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the Company, together, in either case, with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) are in the form of a Global Note (or a Global Unit), the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Article 11. (c) In the event that the Company exercises its Early Mandatory Settlement Right with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date, the Company shall execute and the U.S. Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (x) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and in accordance with applicable procedures of the DepositaryDepository, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (i) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the Company, together, in either case, with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) are in the form of a Global Note (or a Global Unit), the Repurchase Notice must comply with appropriate procedures of the DepositaryDepository; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Article 1110. (c) In the event that the Company exercises its Early Mandatory Settlement Right with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date, the Company shall execute and the Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. Conversion Dates: Each “Conversion Date” (aas defined in the Indenture) To exercise occurring during the Repurchase RightExercise Period for Convertible Notes in denominations of USD 1,000 principal amount that are surrendered for conversion on such Conversion Date in accordance with the terms of the Indenture, subject to “Notice of Exercise” below, but are not “Relevant Convertible Notes” under, and as defined in, the confirmation between the parties hereto regarding the Base Bond Hedge Transaction dated December 6, 2016 (the “Base Bond Hedge Transaction Confirmation”) (such Convertible Notes, the “Relevant Convertible Notes”); provided that if Counterparty has not delivered to Dealer a related Notice of Exercise, then in no event shall a Conversion Date be deemed to occur hereunder (and no Option shall be exercised or deemed to be exercised hereunder) with respect to any surrender of a Convertible Note for conversion in respect of which Counterparty has elected to designate a financial institution for exchange in lieu of conversion of such Convertible Note pursuant to Section 10.10 of the Indenture. For the purposes of determining whether any Convertible Notes will be Relevant Convertible Notes hereunder or under the Base Bond Hedge Transaction Confirmation, Convertible Notes that are converted pursuant to the Indenture shall be allocated first to the Base Bond Hedge Transaction Confirmation until all Options thereunder are exercised or terminated. Exercisable Options: In respect of each Conversion Date, a Holder must deliver, on or prior number of Options equal to the close number of business Relevant Convertible Notes in denominations of USD 1,000 principal amount surrendered for conversion on such Conversion Date in accordance with the Business Day immediately preceding terms of the Repurchase Indenture, subject to “Notice of Exercise” below, but no greater than the Number of Options. Free Convertibility Date: September 15, 2023 Exercise Period: The period from and including the Notes Effective Date to be repurchased (or and including the Units that include Expiration Date. Expiration Date: Notwithstanding anything to the Notes to be repurchasedcontrary in section 3.1(f) of the Equity Definitions, if “Expiration Date” shall mean the earlier of (x) the Early Mandatory Settlement Date occurs last day on or after the Repurchase Date which any Convertible Notes remain outstanding and (y) the relevant Notes have not been separated from second Scheduled Trading Day immediately preceding the Units), together with a duly completed written Repurchase Notice, in each case, subject to and in accordance with applicable procedures of the Depositary, unless the Notes are not “Maturity Date” (as defined in the form of a Global Note (or the Units are not in the form of Global UnitsIndenture). Multiple Exercise: Applicable, as the case may be), in which case such Holder must deliver the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (i) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the Company, together, in either case, with a Repurchase Notice, to the Paying Agentprovided under “Exercisable Options” above. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) are in the form of a Global Note (or a Global Unit), the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Article 11. (c) In the event that the Company exercises its Early Mandatory Settlement Right with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date, the Company shall execute and the Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (x) the Early Mandatory Settlement Date or Acquisition Redemption Settlement Date, as the case may be, occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and in accordance with applicable procedures of the Depositary, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (i) the Early Mandatory Settlement Date or Acquisition Redemption Settlement Date, as the case may be, occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the Company, together, in either case, with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) are in the form of a Global Note (or a Global Unit), the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Article 11XI. (c) In the event that the Company exercises its Early Mandatory Settlement Right or in the event that an Acquisition Termination Redemption occurs with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date or Acquisition Redemption Settlement Date, as the case may be, occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date or Acquisition Redemption Settlement Date, as the case may be, the Company shall execute and the Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (x) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and in accordance with applicable procedures of the Depositary, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (i) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the Company, together, in either case, with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) are in the form of a Global Note (or a Global Unit), the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Article 119. (c) In the event that the Company exercises its Early Mandatory Settlement Right with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date, the Company shall execute and the Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (x) the Early Mandatory Merger Termination Redemption Settlement Date occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and in accordance with applicable procedures of the Depositary, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (i) the Early Mandatory Merger Termination Redemption Settlement Date occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the Company, together, in either case, with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) are in the form of a Global Note (or a Global Unit), the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Article 1110 of the First Supplemental Indenture. (c) In the event that the Company exercises its Early Mandatory Settlement Right a Merger Termination Redemption occurs with respect to Purchase Contracts that are a component of Units and the Early Mandatory Merger Termination Redemption Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Merger Termination Redemption Settlement Date, the Company shall execute and the Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased to the Paying Agent (or the Units that include to the Notes to be repurchasedPurchase Contract Agent, if (x) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and case in accordance with applicable appropriate procedures of the Depositary, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (to the Paying Agent or the Units that include the Notes to be repurchased, repurchased to the Purchase Contract Agent (if (ix) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (iiy) the Notes have not been separated from the Units), duly endorsed for transfer to the CompanyIssuer, together, in either case, together with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) Units have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) Units are in the form of a Global Note (or a Global Unit), as the case may be, the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company Issuer pursuant to the applicable provisions of the Notes and this Article 11. (c) In the event that the Company Hovnanian exercises its Early Mandatory Settlement Right with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date, exercise the Company Issuer shall execute and the Trustee shall authenticate on behalf of the holder of the Units Holder and deliver to such holderthe Holder thereof, at the expense of the CompanyIssuer, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Amortizing Notes to be repurchased to the Paying Agent (or or, if the relevant Amortizing Notes are components of Units, to the Units that include Agent pursuant to the Notes to be repurchased, if (x) the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the UnitsUnits Agreement), together with a duly completed written Repurchase Notice, in each case, subject to and case in accordance with applicable appropriate procedures of the Depositary, unless the Amortizing Notes are not in the form of a Global Amortizing Note (or the Units are not in the form of a Global UnitsUnit, as the case may be), in which case such Holder must deliver the Amortizing Notes to be repurchased to the Paying Agent (or the Units that include the Amortizing Notes to be repurchasedrepurchased to the Units Agent pursuant to the Units Agreement, if (i) as the Early Mandatory Settlement Date occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Unitscase may be), duly endorsed for transfer to the CompanyIssuer, together, in either case, together with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Amortizing Notes (or Definitive Units) have been issued, the certificate numbers of the Amortizing Notes (or Units), or if the Amortizing Notes (or Units) are in the form of a Global Amortizing Note (or a Global Unit, as the case may be), the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Amortizing Notes to be repurchased; and (iii) that the Amortizing Notes are to be repurchased by the Company Issuer pursuant to the applicable provisions of the Amortizing Notes and this Article 119. (c) In the event that the Company exercises its Early Mandatory Settlement Right with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date, the Company shall execute and the Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (x) the Early Mandatory Settlement Date or Merger Redemption Settlement Date, as the case may be, occurs on or after the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and in accordance with applicable procedures of the Depositary, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (or the Units that include the Notes to be repurchased, if (i) the Early Mandatory Settlement Date or Merger Redemption Settlement Date, as the case may be, occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the Company, together, in either case, with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) are in the form of a Global Note (or a Global Unit), the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Article 118. (c) In the event that the Company exercises its Early Mandatory Settlement Right or in the event that a Merger Termination Redemption occurs with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date or Merger Redemption Settlement Date, as the case may be, occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date or Merger Redemption Settlement Date, as the case may be, the Company shall execute and the Trustee shall authenticate on behalf of the holder of the Units and deliver to such holder, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.

Procedures for Exercise. (a) To exercise the Repurchase Right, a Holder must deliver, on or prior to the close of business on the Business Day immediately preceding the Repurchase Date, the Notes to be repurchased to the Paying Agent (or the Units that include to the Notes to be repurchasedPurchase Contract Agent, if (x) the Early Mandatory Settlement Date occurs or Merger Redemption Settlement Date, as the case may be, falls on or after the same day as the Repurchase Date and (y) the relevant Notes have not been separated from the Units), together with a duly completed written Repurchase Notice, in each case, subject to and case in accordance with applicable appropriate procedures of the Depositary, unless the Notes are not in the form of a Global Note (or the Units are not in the form of Global Units, as the case may be), in which case such Holder must deliver the Notes to be repurchased (to the Paying Agent or the Units that include the Notes to be repurchased, repurchased to the Purchase Contract Agent (if (i) the Early Mandatory Settlement Date or Merger Redemption Settlement Date, as the case may be, occurs on or after the Repurchase Date and (ii) the Notes have not been separated from the Units), duly endorsed for transfer to the CompanyIssuer, together, in either case, together with a Repurchase Notice, to the Paying Agent. (b) The Repurchase Notice must state the following: (i) if Certificated Notes (or Units) Units have been issued, the certificate numbers of the Notes (or Units), or if the Notes (or Units) Units are in the form of a Global Note (or a Global Unit), as the case may be, the Repurchase Notice must comply with appropriate procedures of the Depositary; (ii) the number of Notes to be repurchased; and (iii) that the Notes are to be repurchased by the Company Issuer pursuant to the applicable provisions of the Notes and this Article 118. (c) In the event that the Company Issuer exercises its Early Mandatory Settlement Right or in the event that a Merger Termination Redemption occurs with respect to Purchase Contracts that are a component of Units and the Early Mandatory Settlement Date occurs prior to the Repurchase Date, upon such Early Mandatory Settlement Date, exercise or redemption the Company Issuer shall execute and the Trustee shall authenticate on behalf of the holder of the Units Holder and deliver to such holderthe Holder thereof, at the expense of the CompanyIssuer, Separate Notes in the same form and in the same number as the Notes comprising part of the Units.