Exhibit 4.3

 

EXHIBIT 4.3 SPECIMEN OF COMMON STOCK CERTIFICATE

 

	    NUMBER
   COMMON STOCK
    	     
    	    [LOGO]
   POWER-ONE, INC
    	     
    	    SHARES
   COMMON STOCK
    
	     
    	     
    	     
    	     
    	     
    
	    INCORPORATED UNDER THE LAWS
   OF THE STATE OF DELAWARE
    	     
    	     
    	     
    	    SEE REVERSE FOR
   CERTAIN DEFINITIONS
    
	     
    	     
    	     
    	     
    	    CUSIP 73930R 10 2
    


 

This Certifies that

 

 

is the record holder of

 

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,

$.001 PAR VALUE PER SHARE, OF

 

--------------------------------POWER-ONE, INC.------------------------------

 

transferable on the books of the Corporation in person or by duly authorized attorney on surrender of this certificate properly endorsed. This certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar.

 

WITNESS the facsimile seal of the Corporation and the signatures of its fully authorized officers.

 

Dated: [                   ]

 

[SEAL]

POWER-ONE INCORPORATED

INCORPORATED

JAN

1996

DELAWARE

 

	     
    	     
    	     
    
	    [                 ]
    	     
    	    [                     ]
    
	    SECRETARY
    	     
    	    PRESIDENT
    


 











 

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

 

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 in
    	     
    	    Act
    	     
    	     
    
	     
    	    common
    	     
    	     
    	    (State)
    	     
    
	     
    	     
    	    UNIF TRF MIN ACT -
    	     
    	    Custodian (until age
    	     
    	    )
    
	     
    	     
    	     
    	      (Cust)
    	     
    	     
    
	     
    	     
    	     
    	     
    	    under Uniform Transfers
    	     
    
	     
    	     
    	     
    	        (Minor)
    	     
    	     
    
	     
    	     
    	     
    	    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 ZIP CODE, OF ASSIGNEE)
    
	     
    	     
    
	     
    	     
    
	     
    	     
    
	     
    	     
    
	     
    	    Shares
    
	    of   the common stock represented by the within Certificate, and do hereby irrevocably   constitute and appoint
    
	     
    
	     
    	    Attorney
    
				


to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

 

	    Dated
    	     
    	     
    
	     
    	    X
    	     
    	     
    
	     
    	    X
    	     
    	     
    
	     
    	    THE   SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
    
	    NOTICE:  
    	    WITH   THE NAME(S) AS WRITTEN UPON THE FACE OF THE
    
	     
    	    CERTIFICATE   IN EVERY PARTICULAR, WITHOUT ALTERATION
    
	     
    	    OR   ENLARGEMENT OR ANY CHANGE WHATEVER.
    
	     
    	     
    
	    Signature(s) Guaranteed
    	    THE   CERTIFICATE OF INCORPORATION (THE “CERTIFICATE OF INCORPORATION”) OF THE   CORPORATION CONTAINS RESTRICTIONS PROHIBITING, SUBJECT TO CERTAIN LIMITED   EXCEPTIONS, THE TRANSFER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OF   ANY STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN   OPTIONS) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE   CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE   OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE   INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY   REGULATIONS PROMULGATED THEREUNDER) THAT IS TREATED AS OWNED BY A 5-PERCENT   SHAREHOLDER UNDER SECTION 382 OF THE CODE AND SUCH REGULATIONS. IF THE   TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO   AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER EXCESS   SECURITIES (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) TO THE   CORPORATION’S AGENT. IN THE EVENT OF A TRANSFER
    
	     
    
	    By
    	     
    	     
    
	     
    	    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.
    	     
    
	     
    	     
    	     
    
	     
    	     
    	     
    
	     
    	     
    	     
    
	     
    	     
    	     
    
	     
    	     
    	     
    
	     
    	     
    	     
    
	     
    	     
    	     
    
	     
    	     
    	     
    
	     
    	     
    	     
    
								


 











 

	     
    	    WHICH   DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE   DELAWARE GENERAL CORPORATION LAW (“SECURITIES”) BUT WHICH WOULD VIOLATE THE   TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE   SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT SECURITIES PURSUANT TO THE   TERMS PROVIDED FOR IN THE CERTIFICATE OF INCORPORATION TO CAUSE THE 5-PERCENT   SHAREHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE   CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS   CERTIFICATE A COPY OF THE CERTIFICATE OF INCORPORATION, CONTAINING THE   ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE   CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.