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: (▇▇▇) ▇▇▇-▇▇▇▇).

Guaranteed Delivery Procedures. If a Holder wishes Holders desire to exercise Subscription Rightstender Shares pursuant to the Exchange Offer and (i) certificates representing such Shares are not lost but are not immediately available, but (ii) time will not permit this Letter of Transmittal, certificates representing such Holder to cause the Subscription Certificate evidencing such Subscription Rights Holder's Shares and all other required documents to reach the Exchange Agent on prior to the Expiration Date or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such Subscription Rights Holders may nevertheless be exercised if all effect a tender of Shares in accordance with the following conditions (guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures") are met: ." Pursuant to the guaranteed delivery procedures: (ai) such Holder has caused payment in full of the Subscription Price for each Underlying Share being subscribed for pursuant to the Subscription Privilege to tender must be received made by or through an Eligible Institution; (in the manner set forth in Section 6.5 hereofii) by the Agent on or prior to the Expiration Date; (b) the Agent receives, on or prior to the Expiration Date, the Exchange Agent must have received from such Eligible Institution at one of the addresses set forth on the cover of this Letter of Transmittal a guarantee notice (a "properly completed and validly executed Notice of Guaranteed Delivery")Delivery (by manually signed facsimile transmission, mail or hand delivery) in substantially in the form provided with the Subscription DocumentsExchange Agent, from an Eligible Institution, stating setting forth the name name(s) and address(es) of the exercising Holder, registered Holder(s) and 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 tendered and stating that the Subscription Privilege, tender is being made thereby and guaranteeing the delivery to the Agent of the Subscription Certificate evidencing such Subscription Rights at or prior to 5:00 p.m.that, New York City time, on the date within three American Stock Exchange ("AMEX") trading days following from the date Expiration Date, the Letter of the Notice of Guaranteed Delivery; and Transmittal (cor a manually signed facsimile thereof) the properly completed Subscription Certificate(sand duly executed, or, in the case of a book-entry transfer an Agent's Message together with certificates representing the Shares (or confirmation of book-entry transfer of such Shares into the Exchange Agent's account at a Book-Entry Transfer Facility), and any other documents required by this Letter of Transmittal and the instructions thereto, will be deposited by such Eligible Institution with the Exchange Agent; and (iii) evidencing the Subscription Rights being exercisedthis Letter of Transmittal (or a manually signed facsimile thereof), properly completed and validly executed with any required signatures guaranteedsignature guarantees, are or, in the case of a book-entry transfer, an Agent's Message, together with certificates for all Shares in proper form for transfer (or a Book-Entry Confirmation with respect to all tendered Shares), and any other required documents must be 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 Exchange Agent within three AMEX trading days following after 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: (▇▇▇) ▇▇▇-▇▇▇▇)Expiration Date.

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: (▇▇▇) ▇▇▇-▇▇▇▇)transmission.

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: (▇▇▇) ▇▇▇-▇▇▇▇)Prospectus.

Guaranteed Delivery Procedures. If a Holder wishes desires to exercise Subscription Rights, but time will tender Notes pursuant to the Offers and the Holder’s Notes are not permit such immediately available or the Holder cannot deliver the Notes to cause the Subscription Certificate evidencing such Subscription Rights to reach the Information and Tender Agent on at or prior to the Expiration DateTime, such Subscription Rights may nevertheless be exercised or if all of the following conditions (the "Guaranteed Delivery Procedures") are met: (a) such Holder has caused payment in full cannot comply with the procedures for the submission 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 a valid Agent’s Message at or prior to the Expiration DateTime, or if time will not permit all required documents to reach the Information and Tender Agent before the Expiration Time, then such Holder may tender its Notes by arranging for the Direct Participant through which it holds its Notes to comply with the following procedures (the “Guaranteed Delivery Procedures”): • the Holder makes the tender by or through an eligible guarantor institution; (b) the Agent receives, on • at or prior to the Expiration DateTime, Information and Tender Agent must receive from the relevant Direct Participant a guarantee notice (a "properly completed and duly executed Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating Delivery by e-mail that (1) sets forth the name and address of the exercising HolderDirect Participant tendering Notes on behalf of the relevant Holder and the aggregate principal amount of Notes being tendered, subject to the number requirement that Holders who tender less than all of Subscription Rights represented their Notes must continue to hold at least the Minimum Denomination (2) represents that the relevant Holder owns such Notes and that the tender is being made thereby, and (3) guarantees that the Direct Participant will procure that a valid Agent’s Message is submitted to the Information and Tender Agent by no later than the Subscription Certificate or Subscription Certificates held by such exercising Holder, the number of Underlying Shares being subscribed for Guaranteed Delivery Date and otherwise pursuant to the Subscription Privilege, and guaranteeing the delivery to the Agent of the Subscription Certificate evidencing such Subscription Rights relevant procedures set out herein; • at or prior to the Guaranteed Delivery Date, the Information and Tender Agent must receive from the relevant Direct Participant, via DTC, a valid Agent’s Message submitted pursuant to the relevant procedures set out herein and resulting in the blocking of the relevant Notes in the Holder’s account with DTC so that no transfers may be effected in relation to such Notes; and • the Information and Tender Agent receives a certificate representing the Notes or a timely Book-Entry Confirmation by the Guaranteed Delivery Date. Guaranteed deliveries will be required to be provided by no later than 5:00 p.m., New York City time, on February 15, 2023 (the date three American Stock Exchange ("AMEX") trading days following “Guaranteed Delivery Date”), which is the date of second business day after the Expiration Time. The Guaranteed Delivery Settlement Date will take place on February 16, 2023. If the Holder is executing the tender through ATOP, the Direct Participant need not complete and physically deliver the Notice of Guaranteed Delivery; , but each Holder will be bound by the terms of the Offers. It is a violation of Rule 14e-4 under the Exchange Act (“Rule 14e-4”) for a person, directly or indirectly, to tender Notes in the Offers for their own account unless the person so tendering (a) has a net long position equal to or greater than the aggregate principal amount of the Notes being tendered and (cb) will cause such Notes to be delivered in accordance with the terms of the Offers. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Notes in the Offers under any of the procedures described above will constitute a binding agreement between the tendering Holder and the Company with respect to the Offers upon the terms and subject to the conditions of the Offers, including the tendering Holder’s acceptance of the terms and conditions of the Offers, as well as the tendering Holder’s representation and warranty that (a) such Holder has a net long position in the Notes being tendered pursuant to the Offers within the meaning of Rule 14e-4 under the Exchange Act, and (b) the properly completed Subscription Certificate(s) evidencing the Subscription Rights being exercised, tender of such Notes complies 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: (▇▇▇) ▇▇▇-▇▇▇▇)Rule 14e-4.

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: (▇▇▇) ▇▇▇-▇▇▇▇)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: (▇▇▇718) ▇▇▇-▇▇▇▇).

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: (▇▇▇718) ▇▇▇921-▇▇▇▇8336).

Guaranteed Delivery Procedures. If a Holder wishes to exercise Subscription Rights, but time will not permit such Holder to cause the Subscription Certificate or Subscription Certificates evidencing such Subscription Rights to reach the Subscription 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: : (ai) such Holder has caused payment in full of the Subscription Exercise Price for each Underlying Share being subscribed for pursuant to the Subscription Privilege Privileges to be received (in the manner set forth in Section 6.5 hereofabove) by the Subscription Agent on or prior to the Expiration Date; ; (bii) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee guaranteed notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions for Subscription DocumentsCertificate (the "Instructions") distributed with the Subscription Certificates, from an "Eligible Institution" (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934), stating the name of the exercising Holder, the number of Subscription Rights represented by the Subscription Certificate or Subscription Certificates Certificate(s) held by such exercising Holder, the number of Underlying Shares being subscribed for pursuant to the Subscription Privilege, Privileges and guaranteeing the delivery to the Subscription Agent of the any Subscription Certificate Certificate(s) evidencing such Subscription Rights at or prior to 5:00 p.m., New York City time, on the date within three American Stock Exchange ("AMEX") Nasdaq National Market trading days following the date of the Notice of Guaranteed Delivery; and and (ciii) the properly completed Subscription Certificate(s) evidencing the Subscription Rights being exercised), with any required signatures guaranteedsignatures, are is 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 Agent within three AMEX Nasdaq National Market trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Certificates Certificate(s) at the addresses address set forth abovein Section 16 hereof, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (▇▇▇) ▇▇▇-▇▇▇▇).telecopy number