CLIFFS NATURAL RESOURCES INC.

EX-4.(A) 2 dex4a.htm FORM OF COMMON STOCK CERTIFICATE Form of Common Stock Certificate

Exhibit 4(a)

 

CLIFFS NATURAL RESOURCES INC.

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER CERTAIN RIGHTS AS DESCRIBED IN A RIGHTS AGREEMENT, BETWEEN CLIFFS NATURAL RESOURCES INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT, DATED AS OF OCTOBER 13, 2008 (THE "RIGHTS AGREEMENT"), AS IT MAY BE AMENDED FROM TIME TO TIME, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CLIFFS NATURAL RESOURCES INC. THE RIGHTS ARE NOT EXERCISABLE PRIOR TO THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, THE RIGHTS MAY BE REDEEMED, MAY BE EXCHANGED, MAY EXPIRE, MAY BE AMENDED, OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER EVIDENCED BY THIS CERTIFICATE. CLIFFS NATURAL RESOURCES INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS THOSE TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

A COPY OF THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND OF ALL OTHER CLASSES AND SERIES OF SHARES WHICH CLIFFS NATURAL RESOURCES INC. IS AUTHORIZED TO ISSUE WILL BE MAILED TO ANY SHAREHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT FROM SUCH SHAREHOLDER OF A WRITTEN REQUEST THEREFOR. SUCH REQUESTS SHOULD BE ADDRESSED TO THE SECRETARY OF CLIFFS NATURAL RESOURCES INC., 15TH FLOOR, 1100 SUPERIOR AVENUE EAST, CLEVELAND, OHIO 44114-2544.

 

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 ..........................

          

    (Cust)                            (Minor)

    TEN ENT

  

-

  

as tenants by the entireties

    under  

Uniform Gifts to Minors Act ..........................

          

                                                         (State)

    JT TEN

  

-

  

as joint tenants with right of survivorship and not as tenants in common

    UNIF TRF MIN ACT

under		  

..................Custodian (until age...)...........................
     (Cust)                                                 (Minor)
Uniform Transfers to Minors Act.  ...................
                                                           (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

     
         

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

 
 
     Shares

represented by the within Certificate, and do hereby irrevocably constitute and appoint

   
     Attorney,

to transfer the said shares on the books of the within-named Company, with full power of substitution in the premises.

   

 

Dated:                                                                                                 20                    

 

Signature:                                                                                                                    

 

Signature:                                                                                                                    

  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.

     

Signature(s) Guaranteed: Medallion Guarantee Stamp

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.