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NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK
OF
THE CHERRY CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates for shares of common stock, par
value $1.00 per share (the "Shares"), of The Cherry Corporation, a Delaware
corporation, are not immediately available or the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Depositary prior to the Expiration Date (as
defined in the Offer to Purchase, dated June 15, 2000 (the "Offer to
Purchase")). This Notice of Guaranteed Delivery may be delivered by hand,
facsimile transmission or mailed to Harris Trust and Savings Bank (the
"Depositary") at one of the addresses set forth below. See "THE TENDER
OFFER--Procedures for Tendering Shares" of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
Harris Trust and Savings Bank
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BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Harris Trust and Savings Bank (212) 701-7636 Harris Trust and Savings Bank
c/o Harris Trust Company of New York c/o Harris Trust Company of New York
Wall Street Station FOR INFORMATION TELEPHONE: Receive Window
P.O. Box 1010 (212) 701-7624 Wall Street Plaza 88 Pine Street,
New York, New York 10268-1010 19th Floor
New York, New York 10005
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUMENTS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH
ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
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Ladies and Gentlemen:
The undersigned hereby tenders to CABO Acquisition Corp., a Delaware
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), receipt
of each of which is hereby acknowledged, the number of Shares indicated below,
pursuant to the guaranteed delivery procedure set forth under "THE TENDER
OFFER--Procedures for Tendering Shares" of the Offer to Purchase.
Number of Shares: ______________________________________________________________
Certificate No(s). (if available): _____________________________________________
Name(s) of Record Holder(s): ___________________________________________________
If Shares will be tendered
by book-entry transfer:
Name of Tendering Institutions: ________________________________________
Account No.: ___________________________________________________________
Address: _______________________________________________________________________
Include Zip Code
Signature(s): __________________________________________________________________
Dated: _______________________________, 2000
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, as Eligible Institution (as such term is defined under "THE
TENDER OFFER--Procedures for Tendering Shares" of the Offer to Purchase), hereby
guarantees to deliver to the Depositary at one of its addresses set forth above
the certificates representing the Shares tendered hereby, in proper form for
transfer, or a timely confirmation of a book-entry transfer with respect to
transfer of such Shares into the Depositary's account at The Depository Trust
Company, together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) with any required signature
guarantees or an Agent's Message (as defined in "THE TENDER OFFER-- Acceptance
for Payment and Payment for Shares" of the Offer to Purchase) in the case of a
book-entry delivery of Shares, and any other documents required by the Letter of
Transmittal, all within three Nasdaq National Market trading days after the date
hereof.
Name of Firm: __________________________________________________________________
(AUTHORIZED SIGNATURE)
Name(s): _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Title: _________________________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ___________________________________________________
Date: ______________________________________
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT TO THE DEPOSITARY TOGETHER WITH A LETTER OF
TRANSMITTAL.