FERRO CORPORATION. BY: --------------------------------- ------------------------------------
FERRO CORPORATION an Ohio corporation, having its principal place of business at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, OH 44124, USA,(the Performance Guarantor);
FERRO CORPORATION. By --------------------------------- {SEAL} Attest: --------------------------------------- {Assistant Secretary} {NAME OF WARRANT AGENT} By --------------------------------- {SEAL} Attest: --------------------------------------- {Assistant Secretary} {FORM OF WARRANT CERTIFICATE} {Face} FORM OF LEGEND IF OFFERED {Prior to _____________, this EQUITY SECURITIES WITH Warrant Certificate may be WARRANTS WHICH ARE NOT transferred or exchanged IMMEDIATELY DETACHABLE: if and only if the {Title of Offered Equity Security} to which it was initially attached is so transferred or exchanged.} FORM OF LEGEND IF WARRANTS {Prior to ______________, ARE NOT IMMEDIATELY Warrants evidenced by this EXERCISABLE: Warrant Certificate cannot be exercised.} EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER THE CLOSE OF BUSINESS ON ___________, 19__ FERRO CORPORATION Warrant Certificate representing Warrants to purchase {Title of Equity Security} as described herein No. ______________ Warrants This certifies that ______________________________ or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such registered owner to purchase, at any time {after the close of business on ________________, 19_, and} on or before the close of business on _____________, 19__, one share of the {Common Stock} {Preferred Stock} (the "Equity Securities") of Ferro Corporation (the "Company"), on the following basis.* During such period, each Warrant shall entitle the Holder thereof, subject to the provisions of the Warrant Agreement (as defined below), to purchase from the Company one share of {Title of Equity Securities} at the exercise price of $____ (the "Exercise Price"). The Holder of this Warrant Certificate may exercise the Warrants evidenced hereby, in whole or in part, by surrendering this Warrant Certificate, with the purchase form set forth hereon duly completed, accompanied by payment in full, in lawful money of the United States of America, {in cash or by certified check or official bank check in New York Clearing House funds or by bank wire transfer in immediately available funds}, the Exercise Price for each Warrant exercised, to the Warrant Agent (as hereinafter defined) at the corporate trust office of {name of Warrant Agent}, or its successor, as warrant agent (the "Warrant Agent") {or at ______________,} at the addresses specified on ________________________________. * Complete and modify the...
FERRO CORPORATION. By: --------------------------------- Attest: ---------------------------------- HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts evidenced hereby) By: --------------------------------- as Attorney-in-Fact of such Holder By: --------------------------------- Dated:____________________ This is one of the Security Certificates referred to in the within mentioned Purchase Contract Agreement __________________________________, as Agent By: -------------------------------
FERRO CORPORATION. By: ------------------------------------ Name: Hector R. Ortino Title: Chairman and Chief Executive Officer ---------------------------------------- Executive: [___________________________] Title [________________________________] Address: ________________________________________ ________________________________________ ________________________________________ (Please Print)
FERRO CORPORATION. BY: -------------------------------- NAME: TITLE: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION BY: ----------------------------------- NAME: TITLE: Acting on behalf of itself and as the Representative of the several Underwriters Underwriting Agreement SCHEDULE A UNDERWRITER PRINCIPAL AMOUNT OF ----------- OFFERED SECURITIES ------------------ Credit Suisse First Boston Corporation.................. $114,000,000 NatCity Investments, Inc................................ $76,000,000 Tokyo-Mitsubishi International plc...................... $10,000,000 Total........................ $200,000,000 ============ SCHEDULE 6B
FERRO CORPORATION. This certifies that ____________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Agreement, dated as of ______, 2000 (the "Rights Agreement"), between Ferro Corporation, an Ohio corporation (the "Company"), and National City Bank, a national banking corporation (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (Cleveland time) on April 8, 2006 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one fully paid, nonassessable share of the Common Stock (the "Common Stock") of the Company, at a purchase price of $110 per share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The Purchase Price shall be paid in cash. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of April 9, 1996, based on the Common Stock as constituted at such date. Upon the occurrence of a Section 11 (a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by ------------- *The portion of the legend in brackets shall be inserted only, if applicable and shall replace the preceding sentence.
FERRO CORPORATION. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) Dated: , ---------------- ------- -------------------------------------- Signature Signature Guaranteed:
FERRO CORPORATION. BY:/s/ Hectxx X. Xxxxxx ------------------------------------------- /s/ Kent X. Xxx ------------------------------------------- Kent X. Xxx
FERRO CORPORATION a corporation validly incorporated and existing under the Laws of Ohio, with principal executive office located at 6000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxx Xxxxxxx, Ohio, 44124, USA, with IRS Employer Identification Number 30-0000000 and on file with the Ohio Secretary of State with entity number 88224 (the “Buyer”). The Sellers, the Companies and the Buyer are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
