Exhibit 4(b)
CUSIP 461203 20 0
(INVACARE WHEELCHAIR LOGO)
CORPORATION
NUMBER SHARES
B- 1122
INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO
CLASS B COMMON SHARES
WITHOUT PAR VALUE THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE
SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER.
SEE REVERSE SIDE.
SEE LEGEND ON REVERSE SIDE
CONCERNING RIGHTS
AND RIGHTS AGREEMENT
THIS CERTIFIES THAT
IS THE OWNER OF
Class B Common Shares fully paid and non-assessable of INVACARE CORPORATION
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed.
This Certificate is not valid until countersigned by the Transfer Agent and
Registrar.
WITNESS the facsimile signatures of the duly authorized officers of the
Corporation.
Countersigned and Registered at Cleveland, Ohio
NATIONAL CITY BANK
(Transfer Agent and Registrar)
By
Authorized Signature
Dated:
/s/ Xxxx X. XxXxxxx /s/ X. Xxxxxxx Xxxxx III
SECRETARY PRESIDENT
INVACARE CORPORATION
As required by Ohio law, the Corporation will mail to the record holder of
this certificate, without charge, within five (5) days after receipt of written
request therefor addressed to the Secretary of the Corporation at its principal
place of business, a copy of the express terms of the shares represented by this
certificate and of all other classes and series of shares which the Corporation
is authorized to issue.
Transfer and registration of transfer of the shares represented by this
certificate are subject to the provisions of Article IV of the Corporation's
Amended and Restated Articles of Incorporation (the "Articles of Incorporation")
as the same may be in effect from time to time. Upon written request delivered
to the Secretary of the Corporation at its principal place of business, the
Corporation will mail to the holder of this certificate a copy of such
provisions without charge within five (5) days after receipt of written request
therefor. By accepting this certificate, the holder hereof acknowledges that it
is accepting the same subject to the provisions of said Article IV as the same
may be in effect from time to time and covenants with the Corporation and each
shareholder from time to time to comply with the provisions of said Article IV
as the same may be in effect from time to time.
As set forth in and subject to Article IV, Subdivision B, Section 6 of the
Corporation's Articles of Incorporation as the same may be in effect from time
to time, no person holding Class B Common Shares represented by this certificate
may transfer, and the Corporation shall not register the transfer of, such Class
B Common Shares or any interest therein, whether by sale, assignment, gift,
bequest, appointment or otherwise, except as permitted by Article IV,
Subdivision B, Paragraph 6.1 of the Corporation's Articles of Incorporation as
the same may be in effect from time to time. Any purported transfer of Class B
Common Shares other than as permitted by Article IV, Subdivision B, Paragraph
6.1 shall automatically result in the conversion of such shares into Common
Shares on a share for share basis, effective on the date of such purported
transfer.
As set forth in and subject to Article IV, Subdivision B, Section 4 (the
"Conversion Rights"), of the Corporation's Articles of Incorporation as the same
may be in effect from time to time, the Class B Common Shares represented by
this certificate are convertible at any time or from time to time, at the option
of the holder thereof, into an equal number of Common Shares, without par value,
of the Corporation without cost to the holder thereof.
The shares represented hereby may be converted pursuant to the terms of the
Conversion Rights by (1) endorsing this certificate for transfer to the
Corporation, (2) executing the form set forth below and (3) delivering this
certificate to the Corporation's Transfer Agent. NOTWITHSTANDING THE
RESTRICTIONS ON TRANSFER CONTAINED IN ARTICLE IV AND DESCRIBED ABOVE, A
SHAREHOLDER WISHING TO CONVERT THE CLASS B COMMON SHARES REPRESENTED HEREBY INTO
THE SAME NUMBER OF COMMON SHARES OF THE CORPORATION FOR THE PURPOSE OF
IMMEDIATELY SELLING OR OTHERWISE TRANSFERRING SUCH COMMON SHARES MAY DELIVER
THIS CERTIFICATE TO THE TRANSFER AGENT IN CONNECTION WITH SUCH SALE OR TRANSFER
AND THIS CERTIFICATE SHALL BE ACCEPTED BY THE TRANSFER AGENT IN SATISFACTION OF
SUCH SHAREHOLDER'S OBLIGATION TO DELIVER CERTIFICATES REPRESENTING COMMON SHARES
IN CONNECTION WITH SUCH SALE OR TRANSFER. IN SUCH EVENT, THE SHAREHOLDER SHALL
EXECUTE BOTH THE NOTICE OF ELECTION TO CONVERT AND THE ASSIGNMENT SET FORTH
BELOW.
NOTICE OF ELECTION TO CONVERT
The undersigned hereby irrevocably to elects to convert___________ Class B
Common Shares represented by this certificate into Common Shares of Invacare
Corporation in accordance with the terms of the Conversion Rights.
SIGNATURE GUARANTEE SIGNATURE____________________________________
NOTICE: PLEASE SIGN AS NAME APPEARS
_____________________________ UPON THE FACE OF THE CERTIFICATE.
(Firm -- Please Print)
----------------------------- DATED _______________________________________
(Authorized Signature)
-----------------------------
(Dated)
The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________
in common (State)
Additional abbreviations may also be used though not in the above list
FOR VALUE RECEIVED, __________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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_________________________________________________________________ OF THE SHARES
REPRESENTED BY THE WITHIN CERTIFICATE AND DOES HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT
_______________________________________________________________________ATTORNEY
TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED_______________________ 19 ___________
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement between
Invacare Corporation (the
"Company") and National City Bank (the "Rights Agent") dated July 8, 2005, as
the same may be amended, restated or renewed from time to time (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement, as in effect on the date of mailing, without charge within
five business days after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, may
become null and void.
