Common use of Guaranteed Delivery Clause in Contracts

Guaranteed Delivery. For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Merger Sub, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Merger Sub or to an agent of Merger Sub.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)

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Guaranteed Delivery. For purposes of this Agreement, Agreement and the Offer, unless otherwise mutually agreed to by the Company and Merger Sub, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Merger Sub or to an agent on behalf of Merger Sub.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Annie's, Inc.), Agreement and Plan of Merger

Guaranteed Delivery. For purposes of this Agreement, Agreement and the Offer, unless otherwise mutually agreed to by Parent and the Company and Merger SubCompany, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares of Company Common Stock underlying such notices of guaranteed delivery are delivered to “received” (as defined by Section 251(h)(6)(f) of the DGCL) by Merger Sub or to by an agent of Merger Sub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paya Holdings Inc.)

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Guaranteed Delivery. For purposes of Notwithstanding anything to the contrary contained in this Agreement, including the satisfaction of the Minimum Condition and the Offer, unless otherwise mutually agreed to by the Company and Merger SubParent, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares of Company Common Stock underlying such notices of guaranteed delivery are delivered to Merger Sub or to an agent on behalf of Merger Sub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cobra Electronics Corp)

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