Common use of Guaranteed Delivery Procedures Clause in Contracts

Guaranteed Delivery Procedures. If a Holder wishes to exercise Subscription Rights, but time will not permit such Holder to cause the Subscription Certificate evidencing such Subscription Rights to reach the Agent on or prior to the Expiration Date, such Subscription Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are met: (a) such Holder has caused payment in full of the Subscription Price for each Underlying Share being subscribed for pursuant to the Subscription Privilege to be received (in the manner set forth in Section 6.5 hereof) by the Agent on or prior to the Expiration Date; (b) the Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name of the exercising Holder, the number of Subscription Rights represented by the Subscription Certificate or Subscription Certificates held by such exercising Holder, the number of Underlying Shares being subscribed for pursuant to the Subscription Privilege, and guaranteeing the delivery to the Agent of the Subscription Certificate evidencing such Subscription Rights at or prior to 5:00 p.m., New York City time, on the date three American Stock Exchange ("AMEX") trading days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Subscription Certificate(s) evidencing the Subscription Rights being exercised, with any required signatures guaranteed, are received by the Agent, or such Subscription Rights are transferred into the DTC account of the Agent, at or prior to 5:00 p.m., New York City time, on the date three AMEX trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth above, or may be transmitted to the Agent by telegram or facsimile transmission (facsimile: (000) 000-0000).

Guaranteed Delivery Procedures. If This Letter of Transmittal is to be completed by noteholders, either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer--Procedures for Tendering" section of the Prospectus. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a Holder wishes properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to exercise Subscription Rightsthe Expiration Date, but time will or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations of principal amount of maturity of $1,000 and any integral multiple thereof. Holders whose certificates for Old Notes are not permit such Holder immediately available or who cannot deliver their certificates and all other required documents to cause the Subscription Certificate evidencing such Subscription Rights to reach the Exchange Agent on or prior to the Expiration Date, such Subscription Rights or who cannot complete the procedure for book-entry transfer on a timely basis, may nevertheless be exercised if all of tender their Old Notes pursuant to the following conditions (the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures") are met: " section of the Prospectus. Pursuant to such procedures, (ai) such Holder has caused payment tender must be made through an Eligible Institution (as defined in full of the Subscription Price for each Underlying Share being subscribed for pursuant to the Subscription Privilege to be received (in the manner set forth in Section 6.5 hereof) by the Agent on or prior to the Expiration DateInstruction 4 below); (bii) the Agent receives, on or prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a guarantee notice properly completed and duly executed Letter of Transmittal (a "or facsimile thereof) and Notice of Guaranteed Delivery"), substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes, or a Book-Entry Confirmation, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Subscription DocumentsExchange Agent; and (iii) the certificates for all physically tendered Old Notes, from an Eligible Institutionin proper form for transfer, stating or Book-Entry confirmation, as the name case may be, and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within three NYSE trading days after the date of execution of the exercising HolderNotice of Guaranteed Delivery. The method of delivery of this Letter of Transmittal, the number Old Notes and all other required documents is at the election and risk of Subscription Rights represented the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Subscription Certificate or Subscription Certificates held Exchange Agent. If Old Notes are sent by such exercising Holdermail, it is suggested that the number mailing be made sufficiently in advance of Underlying Shares being subscribed for pursuant the Expiration Date to the Subscription Privilege, and guaranteeing permit the delivery to the Exchange Agent of the Subscription Certificate evidencing such Subscription Rights at or prior to 5:00 p.m., p.m. New York City time, on the date three American Stock Expiration Date. See "The Exchange ("AMEX") trading days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Subscription Certificate(s) evidencing the Subscription Rights being exercised, with any required signatures guaranteed, are received by the Agent, or such Subscription Rights are transferred into the DTC account of the Agent, at or prior to 5:00 p.m., New York City time, on the date three AMEX trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent Offer" section in the same manner as Subscription Certificates at the addresses set forth above, or may be transmitted to the Agent by telegram or facsimile transmission (facsimile: (000) 000-0000)Prospectus.

Guaranteed Delivery Procedures. If a Holder wishes to exercise Subscription Rights, but time will not permit such Holder to cause the Subscription Certificate evidencing such Subscription Rights to reach the Agent on or prior to the Expiration Date, such Subscription Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are met: (a) such Holder has caused payment in full of the Subscription Price for each Underlying Share being subscribed for pursuant to the Subscription Privilege to be received (in the manner set forth in Section 6.5 hereof) by the Agent on or prior to the Expiration Date; (b) the Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name of the exercising Holder, the number of Subscription Rights represented by the Subscription Certificate or Subscription Certificates held by such exercising Holder, the number of Underlying Shares being subscribed for pursuant to the Subscription Privilege, and guaranteeing the delivery to the Agent of the Subscription Certificate evidencing such Subscription Rights at or prior to 5:00 p.m., New York City time, on the date three American Stock Exchange ("AMEX") trading days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Subscription Certificate(s) evidencing the Subscription Rights being exercised, with any required signatures guaranteed, are received by the Agent, or such Subscription Rights are transferred into the DTC account of the Agent, at or prior to 5:00 p.m., New York City time, on the date three AMEX trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth above, or may be transmitted to the Agent by telegram or facsimile transmission (facsimile: (000718) 000921-00008336).

Guaranteed Delivery Procedures. If a Holder wishes to exercise Subscription Rights, but time will not permit such Holder to cause the Subscription Certificate Warrant evidencing such Subscription Rights to reach the Agent on or prior to the Expiration Date, such Subscription Rights may nevertheless be exercised if all of the following conditions (the "“Guaranteed Delivery Procedures"”) are met: (a) such Holder has caused payment in full of the Subscription Price for each Underlying Share being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 6.5 hereof) by the Agent on or prior to the Expiration Date; (b) the Agent receives, on or prior to the Expiration Date, a guarantee notice (a "“Notice of Guaranteed Delivery"”), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name of the exercising Holder, the number of Subscription Rights represented by the Subscription Certificate Warrant or Subscription Certificates Warrants held by such exercising Holder, the number of Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege and the number of Underlying Shares, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Agent of the Subscription Certificate Warrant evidencing such Subscription Rights at or prior to 5:00 p.m., New York City time, on the date three American Stock Exchange over-the-counter ("AMEX"“OTC”) trading days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Subscription Certificate(sWarrant(s) evidencing the Subscription Rights being exercised, with any required signatures guaranteed, are received by the Agent, or such Subscription Rights are transferred into the DTC account of the Agent, at or prior to 5:00 p.m., New York City time, on the date three AMEX OTC trading days following the date of the Notice of Guaranteed Delivery relating thereto; provided, however, that the Agent shall not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Warrant is received by the Subscription Agent by the close of business on the third OTC trading day after the Expiration Date. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates Warrants at the addresses set forth above, or may be transmitted to the Agent by telegram or facsimile transmission (facsimile: (000) 000-0000)transmission.

Guaranteed Delivery Procedures. If a Holder wishes to exercise Subscription Rights, but time will not permit such Holder to cause the Subscription Certificate Right evidencing such Subscription Rights to reach the Agent on or prior to the Expiration Date, such Subscription Rights may nevertheless be exercised if all of the following conditions (the "“Guaranteed Delivery Procedures"”) are met: (a) such Holder has caused payment in full of the Subscription Price for each Underlying Share Unit being subscribed for pursuant to the Subscription Privilege to be received (in the manner set forth in Section 6.5 hereof) by the Agent on or prior to the Expiration Date; (b) the Agent receives, on or prior to the Expiration Date, a guarantee notice (a "“Notice of Guaranteed Delivery"”), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name of the exercising Holder, the number of Subscription Rights represented by the Subscription Certificate Right or Subscription Certificates Rights held by such exercising Holder, the number of Underlying Shares Units being subscribed for pursuant to the Subscription Privilege, and guaranteeing the delivery to the Agent of the Subscription Certificate Right evidencing such Subscription Rights Privilege at or prior to 5:00 p.m., New York City time, on the date three American Stock Exchange over-the-counter ("AMEX"“OTC”) trading days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Subscription Certificate(sRights(s) evidencing the Subscription Rights Privilege being exercised, with any required signatures guaranteed, are received by the Agent, or such Subscription Rights are transferred into the DTC account of the Agent, at or prior to 5:00 p.m., New York City time, on the date three AMEX OTC trading days following the date of the Notice of Guaranteed Delivery relating thereto; provided, however, that the Agent shall not honor a Notice of Guaranteed Delivery relating thereto; provided, however, that the Agent shall not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Right is received by the Subscription Agent by the close of business on the third OTC trading day after the Expiration Date. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates Rights at the addresses set forth above, or may be transmitted to the Agent by telegram or facsimile transmission (facsimile: (000) 000-0000)transmission.

Guaranteed Delivery Procedures. If a Holder wishes to exercise Subscription Rights, but time will not permit such Holder to cause the Subscription Certificate evidencing such Subscription Rights to reach the Agent on or prior to the Expiration Date, such Subscription Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are met: (a) such Holder has caused payment in full of the Subscription Price for each Underlying Share being subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege to be received (in the manner set forth in Section 6.5 hereof) by the Agent on or prior to the Expiration Date; (b) the Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name of the exercising Holder, the number of Subscription Rights represented by the Subscription Certificate or Subscription Certificates held by such exercising Holder, the number of Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege and the number of Underlying Shares, if any, being subscribed for pursuant to the Over-Subscription Privilege, and guaranteeing the delivery to the Agent of the Subscription Certificate evidencing such Subscription Rights at or prior to 5:00 p.m., New York City time, on the date three American Stock Exchange over-the-counter ("AMEXOTC") trading days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Subscription Certificate(s) evidencing the Subscription Rights being exercised, with any required signatures guaranteed, 4 5 are received by the Agent, or such Subscription Rights are transferred into the DTC account of the Agent, at or prior to 5:00 p.m., New York City time, on the date three AMEX OTC trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth above, or may be transmitted to the Agent by telegram or facsimile transmission (facsimile: (000718) 000-0000).