DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offers - Procedures for Tendering Outstanding Notes" in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. The term "book-entry confirmation" means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent's account at DTC. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount. Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes are not immediately available; (ii) who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offers - Procedures for Tendering Outstanding Notes" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, must be received by the Exchange Agent prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offers - Procedures for Tendering Outstanding Notes" in the Prospectus.
Appears in 2 contracts
Samples: International Game Technology, International Game Technology
DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either used only if certificates are delivered with it to the Depositary (aor such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) Certificates are to be forwarded herewith or (b) if tenders are to be made pursuant to the procedures procedure for tender by book-entry transfer set forth in "The Exchange Offers - Procedures Section 3 of the Offer to Purchase. Certificates for Tendering Outstanding Notes" in the Prospectus. Certificatesall physically tendered Shares, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange AgentDepositary's account at DTCa Book-Entry Transfer Facility of Shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal or duly executed facsimile of it, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be delivered to the Depositary on or before the Expiration Time (as defined in the Offer to Purchase). Delivery of documents to one of the Book-Entry Transfer Facilities does not constitute delivery to the Depositary. Stockholders whose certificates are not immediately available or who cannot deliver Shares and all other required documents to the Depositary before the Expiration Time, or whose Shares cannot be delivered on a timely basis pursuant to the procedure for book-entry transfer, may tender their Shares by or through any Eligible Institution by properly completing (including the price at which the Shares are being tendered) and duly executing and delivering a Notice of Guaranteed Delivery (or a facsimile of it) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, the certificates for all physically tendered Shares or book-entry confirmation, as the case may be, as well as this a properly completed Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any all other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. The term "book-entry confirmation" means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent's account at DTC. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount. Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes are not immediately available; (ii) who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offers - Procedures for Tendering Outstanding Notes" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, must be received by the Exchange Agent prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent Depositary within three five New York Stock Exchange trading days after receipt by the date of execution Depositary of such Notice of Guaranteed Delivery, all as provided in "Section 3 of the Offer to Purchase. The Exchange Offers - Procedures for Tendering Outstanding Notes" Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the Prospectusform set forth in such Notice. For Shares to be properly tendered pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery before the Expiration Time. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. 11 The Company will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender.
Appears in 2 contracts
Samples: Special Payment Instructions, Special Delivery Instructions
DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal (or a manually signed facsimile thereof) is to be completed either used if (a) Certificates certificates are to be forwarded herewith or (b) or, unless an Agent's Message is utilized, if tenders are to be made pursuant to the procedures procedure for tender by book-entry transfer set forth in under the caption "The Exchange Offers - Procedures Laidxxx Xxxironmental Offer -- Procedure for Tendering Outstanding NotesTendering" in the ProspectusAmended Exchange Offer. CertificatesExcept as hereinafter provided, or timely confirmation of for a book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTCshareholder to tender Shares validly, as well as this certificates for all physically tendered Shares, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at one of the appropriate addresses set forth herein and must be received by the Exchange Agent at its address set forth herein Depositary on or prior to the Expiration DateDate (as defined under the caption "Prospectus Summary -- The Laidxxx Xxxironmental Offer" in the Amended Exchange Offer). The term "book-entry confirmation" means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent's account at DTC. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount. Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes If stock certificates are not immediately available; (ii) who canavailable or time will not deliver their Certificates, this Letter of Transmittal and permit all other required documents to reach the Exchange Agent Depositary on or prior to the Expiration Date; Date or (iii) who a shareholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, such Shares may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to be tendered if all the guaranteed delivery procedures set forth in "The Exchange Offers - Procedures for Tendering Outstanding Notes" in the Prospectus. Pursuant to such proceduresfollowing conditions are met: (ia) such tender must be is made by or through an Eligible Institution (as defined below)Institution; (iib) a properly completed and duly executed Notice of Guaranteed Delivery, Delivery substantially in the form accompanying this Letter of Transmittal, must be provided by the Purchaser is received by the Exchange Agent Depositary on or prior to the Expiration Date; and (iiic) the Certificates (or a book-entry confirmation) representing certificates for all tendered Outstanding Notes, in proper form for transferphysically delivered Shares, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees ) and any other documents required by this Letter of Transmittal, must be are received by the Exchange Agent Depositary within three New York Stock Exchange Exchange, Inc. trading days after the date of execution of such the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, all as provided in telex, facsimile transmission or letter to the Depositary and must include a signature guaranteed by an Eligible Institution and otherwise comply with the guaranteed delivery procedures set forth under the caption "The Exchange Offers - Procedures Laidxxx Xxxironmental Offer -- Procedure for Tendering Outstanding NotesTendering" in the ProspectusAmended Exchange Offer. Shareholders will be required to tender one Right for each Share tendered in order to effect a valid tender of Shares, unless the Rights Plan Condition (as defined in the Amended Exchange Offer) has been satisfied or waived. Unless the Safety-Kleen Distribution Date (as defined in the Amended Exchange Offer) occurs, a tender of Shares will constitute a tender of the associated Rights. If the Safety-Kleen Distribution Date occurs and separate certificates representing the Rights are distributed by Safety-Kleen or the Rights Agent (as defined in the Amended Exchange Offer) to holders of Shares prior to the time a holder's Shares are tendered pursuant to the Laidxxx Xxxironmental Offer, certificates representing a number of Rights equal to the number of Shares tendered must be delivered to the Depositary, or if available, a Book-Entry Confirmation received by the Depositary with respect thereto, in order for such Shares to be validly tendered. If the Safety-Kleen Distribution Date occurs and separate certificates representing the Rights are not distributed prior to the time Shares are tendered pursuant to the Laidxxx Xxxironmental Offer, Rights may be tendered prior to the shareholder receiving the certificates for Rights by use of the guaranteed delivery procedure described above. If Rights certificates are distributed but are not available to a shareholder prior to the time Shares are tendered pursuant to the Laidxxx Xxxironmental Offer, a tender of Shares constitutes an agreement by the tendering shareholder to deliver to the Depositary pursuant to the guaranteed delivery procedure described 7 8 herein, prior to the expiration of the period to be specified in the Notice of Guaranteed Delivery and the related Letter of Transmittal for delivery of Rights certificates or a Book-Entry Confirmation for Rights (the "Rights Delivery Period"), Rights certificates representing a number of Rights equal to the number of Shares tendered. Laidxxx Xxxironmental reserves the right to require that it receive such Rights certificates (or a Book-Entry Confirmation with respect to such Rights) prior to accepting Shares for exchange. If Rights certificates are distributed, Laidxxx Xxxironmental will distribute a separate letter of transmittal for such Rights certificates. If Rights certificates are tendered separately from Shares, then a properly completed Letter of Transmittal for Rights certificates (or manually executed facsimile thereof) must be submitted with respect to such Rights. Laidxxx Xxxironmental reserves the right to require that it receive such Rights certificates (or a Book-Entry Confirmation with respect to such Rights) prior to accepting Shares for exchange. THE METHOD OF DELIVERY OF STOCK CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDERS AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares and any other required information should be listed on a separate schedule attached hereto. 4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE SHAREHOLDERS ONLY). If fewer than all the Shares evidenced by any certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered." In such cases, new certificate(s) for the remainder of the Shares that were evidenced by your old certificate(s) but which were not tendered by you will be sent to you, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5.
Appears in 1 contract
Samples: Laidlaw Environmental Services Inc
DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal (or a manually signed facsimile thereof) is to be completed either used if (a) Certificates certificates are to be forwarded herewith or (b) or, unless an Agent's Message is utilized, if tenders are to be made pursuant to the procedures procedure for tender by book-entry transfer set forth in under the caption "The Exchange Offers - Procedures Laidxxx Xxxironmental Offer -- Procedure for Tendering Outstanding NotesTendering" in the ProspectusExchange Offer. CertificatesExcept as hereinafter provided, or timely confirmation of for a book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTCshareholder to tender Shares validly, as well as this certificates for all physically tendered Shares, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at one of the appropriate addresses set forth herein and must be received by the Exchange Agent at its address set forth herein Depositary on or prior to the Expiration Date. Date (as defined under the caption "Prospectus Summary -- The term "book-entry confirmationLaidxxx Xxxironmental Offer" means a timely confirmation of book-entry transfer of Outstanding Notes into in the Exchange Agent's account at DTCOffer). Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount. Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes If stock certificates are not immediately available; (ii) who canavailable or time will not deliver their Certificates, this Letter of Transmittal and permit all other required documents to reach the Exchange Agent Depositary on or prior to the Expiration Date; Date or (iii) who a shareholder cannot complete the procedures procedure for delivery by book-entry transfer on a timely basis, such Shares may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to be tendered if all the guaranteed delivery procedures set forth in "The Exchange Offers - Procedures for Tendering Outstanding Notes" in the Prospectus. Pursuant to such proceduresfollowing conditions are met: (ia) such tender must be is made by or through an Eligible Institution (as defined below)Institution; (iib) a properly completed and duly executed Notice of Guaranteed Delivery, Delivery substantially in the form accompanying this Letter of Transmittal, must be provided by the Purchaser is received by the Exchange Agent Depositary on or prior to the Expiration Date; and (iiic) the Certificates (or a book-entry confirmation) representing certificates for all tendered Outstanding Notes, in proper form for transferphysically delivered Shares, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees ) and any other documents required by this Letter of Transmittal, must be are received by the Exchange Agent Depositary within three New York Stock Exchange Exchange, Inc. trading days after the date of execution of such the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, all as provided in telex, facsimile transmission or letter to the Depositary and must include a signature guaranteed by an Eligible Institution and otherwise comply with the guaranteed delivery procedures set forth under the caption "The Exchange Offers - Procedures Laidxxx Xxxironmental Offer -- Procedure for Tendering Outstanding NotesTendering" in the ProspectusExchange Offer. Shareholders will be required to tender one Right for each Share tendered in order to effect a valid tender of Shares, unless the Rights Plan Condition (as defined in the Exchange Offer) has been satisfied or waived. Unless the Safety-Kleen Distribution Date (as defined in the Exchange Offer) occurs, a tender of Shares will constitute a tender of the associated Rights. If the Safety-Kleen Distribution Date occurs and separate certificates representing the Rights are distributed by Safety-Kleen or the Rights Agent (as defined in the Exchange Offer) to holders of Shares prior to the time a holder's Shares are tendered pursuant to the Laidxxx Xxxironmental Offer, certificates representing a number of Rights equal to the number of Shares tendered must be delivered to the Depositary, or if available, a Book-Entry Confirmation received by the Depositary with respect thereto, in order for such Shares to be validly tendered. If the Safety-Kleen Distribution Date occurs and separate certificates representing the Rights are not distributed prior to the time Shares are tendered pursuant to the Laidxxx Xxxironmental Offer, Rights may be tendered prior to the shareholder receiving the certificates for Rights by use of the guaranteed delivery procedure described above. If Rights certificates are distributed but are not available to a shareholder prior to the time Shares are tendered pursuant to the Laidxxx Xxxironmental Offer, a tender of Shares constitutes an agreement by the tendering shareholder to deliver to the Depositary pursuant to the guaranteed delivery procedure described herein, prior to the 7 8 expiration of the period to be specified in the Notice of Guaranteed Delivery and the related Letter of Transmittal for delivery of Rights certificates or a Book-Entry Confirmation for Rights (the "Rights Delivery Period"), Rights certificates representing a number of Rights equal to the number of Shares tendered. Laidxxx Xxxironmental reserves the right to require that it receive such Rights certificates (or a Book-Entry Confirmation with respect to such Rights) prior to accepting Shares for exchange. If Rights certificates are distributed, Laidxxx Xxxironmental will distribute a separate letter of transmittal for such Rights certificates. If Rights certificates are tendered separately from Shares, then a properly completed Letter of Transmittal for Rights certificates (or manually executed facsimile thereof) must be submitted with respect to such Rights. Laidxxx Xxxironmental reserves the right to require that it receive such Rights certificates (or a Book-Entry Confirmation with respect to such Rights) prior to accepting Shares for exchange. THE METHOD OF DELIVERY OF STOCK CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDERS AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares and any other required information should be listed on a separate schedule attached hereto. 4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE SHAREHOLDERS ONLY). If fewer than all the Shares evidenced by any certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered." In such cases, new certificate(s) for the remainder of the Shares that were evidenced by your old certificate(s) but which were not tendered by you will be sent to you, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5.
Appears in 1 contract
Samples: Laidlaw Environmental Services Inc
DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) the Certificates are to be forwarded herewith or (b) herewith. If tenders are to be made pursuant to the procedures for tender by book-entry transfer as set forth in "The Exchange Offers - Offer--Procedures for Tendering Outstanding Notes" in the Prospectus, then such instructions must be transmitted through ATOP. The Certificates, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereofexecution thereof on ATOP), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address one of the addresses set forth herein on the front of this Letter of Transmittal on or prior to the Expiration Date. The term "book-entry confirmation" means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent's account at DTC. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount. Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes are not immediately available; (ii) who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offers - Offer--Procedures for Tendering Outstanding Notes" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, or an Agent's Message through ATOP with respect to guaranteed delivery for book-entry transfers that is accepted by the Authority, must be received by the Exchange Agent prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), ) or a properly completed and duly executedtransmitted Agent's Message through ATOP in the case of a book-entry transfer, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed DeliveryDelivery or transmission of such Agent's Message through ATOP with respect to guaranteed delivery for book-entry transfers, all as provided in "The Exchange Offers - Offer--Procedures for Tendering Outstanding Notes" in the Prospectus.
Appears in 1 contract
Samples: Mohegan Tribal Gaming Authority
DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offers - Offer--Procedures for Tendering Outstanding Notes" in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. The term "book-entry confirmation" means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent's account at DTC. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount. Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes are not immediately available; (ii) who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offers - Offer--Procedures for Tendering Outstanding Notes" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, must be received by the Exchange Agent prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offers - Offer--Procedures for Tendering Outstanding Notes" in the Prospectus.. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. For Outstanding Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association. THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE AUTHORITY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS. 8
Appears in 1 contract
Samples: Mohegan Tribal Gaming Authority
