EX-3 2 exhibit3.htm FORM OF STOCK CERTIFICATE EXHIBIT 3

Exhibit 3



      
       
  

NUMBER


C ___________

[exhibit3001.jpg]


SHARES

  
  


COMMON STOCK

PAR VALUE $.01


INCORPORATED UNDER THE LAWS OF WISCONSIN

THIS CERTIFICATE IS TRANSFERABLE IN

NEW YORK CITY


CUSIP 597911 10 6

SEE REVERSE FOR

CERTAIN DEFINITIONS

  


 

THIS

CERTIFIES

THAT

    
       
       
  

IS THE OWNER OF

    
       
  

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

  
       
  

Midwest Air Group, Inc. transferable 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 and the shares represented hereby are issued and shall be subject to all the provisions of the Restated Certificate of Incorporation, as amended from time to time, of the Corporation (a copy of which is on file with the Transfer Agent) to all of which the holder of this Certificate assents by acceptance hereof.  This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


CERTIFICATE OF STOCK


    Witness the signatures of the Corporation’s duly authorized officers.

  
      
  

DATED:

   
      
      
      
  

TREASURER AND DIRECTOR – INVESTOR

RELATIONS

 

CHAIRMAN OF THE BOARD, PRESIDENT AND

CHIEF EXECUTIVE OFFICER

 
      
    

BY       TRANSFER AGENT AND REGISTRAR


                                        AUTHORIZED OFFICER

       


MIDWEST AIR GROUP, INC.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS IN WRITING A SUMMARY OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF STOCK, THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES AND THE AUTHORITY OF THE BOARD TO DETERMINE VARIATIONS FOR FUTURE SERIES.

This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Midwest Air Group Inc. and American Stock Transfer & Trust Company, dated as of February 15, 2006, as amended and as such agreement may be amended (“the Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Midwest Air Group, Inc.  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.  Midwest Air Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor.  Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether held by such person or any subsequent holder, shall become null and void.

   

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 Gift to Minors

survivorship and not as tenants in common

  

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 of the capital 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

  

 

 
    
 

                       NOTICE

THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.



à

X


 

(SIGNATURE)

 
  

X

 
   

(SIGNATURE)


 

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.

 

SIGNATURE(S) GUARANTEED BY: