FERRO CORPORATION Sample Clauses

FERRO CORPORATION an Ohio corporation, having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, OH 44124, USA,(the Performance Guarantor);

FERRO CORPORATION. By: --------------------------------- Name: Title:

FERRO CORPORATION. By: -------------------------------- Attest: ----------------------------- Certificate of Authentication This is one of the Warrant Certificates referred to in the within-mentioned Warrant Agreement. ------------------------------ As Warrant Agent By: --------------------------- Authorized Signature A - 3 22 {FORM OF WARRANT CERTIFICATE} {REVERSE} (Instructions for Exercise of Warrants) To exercise any Warrants evidenced hereby, the Holder of this Warrant Certificate must pay {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 in full for each of the Warrants exercised, to _____________________, Corporate Trust Department, ______________, Attn: ___________________ {or ______________________}, which payment should specify the name of the Holder of this Warrant Certificate and the number of Warrants exercised by such Holder. In addition, the Holder of this Warrant Certificate should complete the information required below and present in person or mail by registered mail this Warrant Certificate to the Warrant Agent at the addresses set forth below. {FORM OF EXERCISE} {To be executed upon exercise of Warrants.} The undersigned hereby irrevocably elects to exercise Warrants, represented by this Warrant Certificate, to purchase _______ shares of the {Common Stock} {Preferred Stock} (the "Equity Securities") of Ferro Corporation and represents that he or she has tendered payment for such shares of {title of Equity Security} {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} to the order of Ferro Corporation, c/o Treasurer, in the amount of $__________ in accordance with the terms hereof. The undersigned requests that said shares of {title of Equity Securities} be registered in such names and delivered, all as specified in accordance with the instructions set forth below. If said number of shares of {title of Equity Security} is less than all of the shares of {title of Equity Security} purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of the Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated: _________________________ Name ------------------------------- -------------------------------- (Insert Social Security or Other Add...

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. 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/ D. Thom▇▇ ▇▇▇▇▇▇ -------------------------------------- Name: D. Thom▇▇ ▇▇▇▇▇▇ Title: Treasurer STATE STREET BANK AND TRUST COMPANY, not in its individual capacity, except as expressly stated herein, but solely as Trustee By:/s/ Ruth ▇. ▇▇▇▇▇ -------------------------------------- Name: Ruth ▇. ▇▇▇▇▇ Title: Assistant Vice President CITIBANK, N.A., as Agent By:/s/ Mark ▇. ▇▇▇▇▇ -------------------------------------- Name: Title: 143 SIGNATURE PAGE FOR PARTICIPATION AGREEMENT CITICORP, USA, Inc., as Note Purchaser By:/s/ Mark ▇. ▇▇▇▇▇ -------------------------------------- Name: Title: 144 SIGNATURE PAGE FOR PARTICIPATION AGREEMENT CITICORP, USA, Inc., as Certificate Purchaser By:/s/ Mark ▇. ▇▇▇▇▇ -------------------------------------- Name: Title: SCHEDULE I

FERRO CORPORATION a corporation validly incorporated and existing under the Laws of Ohio, with principal executive office located at 6▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Ohio, 44124, USA, with IRS Employer Identification Number 3▇-▇▇▇▇▇▇▇ 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”.

FERRO CORPORATION. By: ------------------------------------ Name: Hector R. Ortino Title: Chairman and Chief Executive Officer