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Resale Registration Rights Agreement

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Exhibit 4.3


EXECUTION COPY


RESALE REGISTRATION RIGHTS AGREEMENT


BETWEEN


ARTESYN TECHNOLOGIES, INC.


AND


LEHMAN BROTHERS INC. AND STEPHENS INC.


DATED AS OF AUGUST 13 , 2003


TABLE OF CONTENTS


PAGE
----


1. Definitions............................................................1


2. Shelf Registration.....................................................4


3. Additional Amounts.....................................................5


4. Registration Procedures................................................6


5. Registration Expenses.................................................12


6. Indemnification and Contribution......................................13


7. Participation in Underwritten Registrations...........................17


8. Miscellaneous.........................................................17


RESALE REGISTRATION RIGHTS AGREEMENT, dated as of August 13, 2003, between Artesyn Technologies, Inc., a Florida corporation (together with any successor entity, herein referred to as the "COMPANY"), and Lehman Brothers Inc. and Stephens Inc. (the "INITIAL PURCHASERS").


Pursuant to the Purchase Agreement, dated August 7, 2003, between the Company and the Initial Purchasers (the "PURCHASE AGREEMENT"), the Initial Purchasers have agreed to purchase from the Company $75,000,000 (up to $90,000,000 if the Initial Purchasers exercise in full their option to purchase additional Notes, as set forth in the Purchase Agreement, in full) aggregate principal amount of 5.50% Convertible Senior Subordinated Notes due 2010 (the "NOTES"). The Notes initially will be convertible into fully paid, nonassessable common stock, par value $0.01 per share, of the Company (the "COMMON STOCK") on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement pursuant to the Purchase Agreement.


The parties hereby agree as follows:


1. DEFINITIONS. As used in this Agreement, the following capitalized terms shall have the following meanings:


ADDITIONAL AMOUNTS: As defined in Section 3(a) hereof.


ADDITIONAL AMOUNTS PAYMENT DATE: Each February 15 and August 15, commencing February 15, 2004.


AFFILIATE: As such term is defined in Rule 405 under the Securities Act.


AGREEMENT: This Resale Registration Rights Agreement, as amended, modified or otherwise supplemented from time to time in accordance with the terms hereof.


APPLICABLE AMOUNT: In respect of shares of Common Stock issued upon conversion of Notes, the aggregate principal amount of the Notes converted therefor.


BLUE SKY APPLICATION: As defined in Section 6(a) hereof.


BUSINESS DAY: A day other than a Saturday or Sunday or any day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.


CLOSING DATE: The date of this Agreement.


COMMISSION: Securities and Exchange Commission.


COMMON STOCK: As defined in the preamble hereto.


EFFECTIVENESS PERIOD: As defined in Section 2(a)(iii) hereof.


EFFECTIVENESS TARGET DATE: As defined in Section 2(a)(ii) hereof.


EXCHANGE ACT: Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.


HOLDER: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.


INCLUDED STOCK: As defined in Section 9(c) hereof.


INDEMNIFIED HOLDER: As defined in Section 6(a) hereof.


INDENTURE: The Indenture, dated as of August 13, 2003, between the Company and The Bank of New York, as trustee (the "TRUSTEE"), pursuant to which the Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.


INITIAL PURCHASERS: As defined in the preamble hereto.


INTEREST PAYMENT DATE: Each February 15 and August 15 of each year, commencing February 15, 2004.


COMPANY: As defined in the preamble hereto.


MAJORITY OF HOLDERS: Holders holding more than 50% of the aggregate principal amount at maturity of Notes outstanding; PROVIDED that, for purpose of this definition, a holder of shares of Common Stock which constitute Transfer Restricted Securities when issued upon conversion of the Notes shall be deemed to hold an aggregate principal amount at maturity of Notes (in addition to the principal amount at maturity of Notes held by such holder) equal to $1,000 times the quotient of (x) the number of such shares of Common Stock received upon conversion of the Notes and then held by such holder divided by (y) the prevailing conversion rate, such prevailing conversion rate as determined in accordance with the Indenture.


NASD: National Association of Securities Dealers, Inc.


NOTES: As defined in the preamble hereto.


PERSON: An individual, partnership, corporation, unincorporated organization, limited liability company, trust, joint venture or a government or agency or political subdivision thereof.


PROSPECTUS: The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.


PURCHASE AGREEMENT: As defined in the preamble hereto.


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QUESTIONNAIRE: As defined in Section 2(b) hereof.


RECORD HOLDER: With respect to any Additional Amounts Payment Date, each Person who is a Holder on the record date with respect to the Interest Payment Date on which such Additional Amounts Payment Date shall occur. In the case of a Holder of shares of Common Stock issued upon conversion of the Notes, "Record Holder" shall mean each Person who is a Holder of shares of Common Stock that constitute Transfer Restricted Securities on the 15th day preceding the relevant Additional Amounts Payment Date.


REGISTRATION DEFAULT: As defined in Section 3(a) hereof.


SECURITIES ACT: Securities Act of 1933, as amended, and the rules and resolutions of the Commission thereunder.


SHELF FILING DEADLINE: As defined in Section 2(a)(i) hereof.


SHELF REGISTRATION STATEMENT: As defined in Section 2(a)(i) hereof.


SUSPENSION PERIOD. As defined in Section 4(b)(i) hereof.


TIA: Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA.


TRANSFER RESTRICTED SECURITIES: Each Note and each share of Common Stock issued upon conversion of Notes until the earliest of:


(i) the date on which such Note or such share of Common Stock issued
upon conversion thereof has been registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement;


(ii) the date on which such Note or such share of Common Stock issued
upon conversion thereof is transferred in compliance with Rule 144 under
the Securities Act or may be sold or transferred by a Person who is not an
Affiliate of the Company pursuant to Rule 144 under the Securities Act (or
any other similar provision then in force) without any volume restrictions
thereunder; or


(iii) the date on which such Note or such share of Common Stock
issued upon conversion ceases to be outstanding (whether as a result of
redemption, repurchase and cancellation, conversion or otherwise);
provided that any Note and any Common Stock issued upon conversion of such
Note that is redeemed or repurchased by the Company shall not be deemed
Transfer Restricted Securities for purposes of this Agreement upon resale
by the Company.


UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in which Notes or shares of our Common Stock issued upon conversion of Notes are sold to an underwriter for reoffering to the public.


3


2. SHELF REGISTRATION.


(a) The Company shall:


(i) not later than 90 days after the date hereof (the "SHELF FILING
DEADLINE"), cause to be filed a registration statement pursuant to Rule
415 under the Securities Act (together with any amendments thereto, and
including any documents incorporated by reference therein, the "SHELF
REGISTRATION STATEMENT"), which Shelf Registration Statement shall provide
for resales of all Transfer Restricted Securities held by Holders that
have provided the information required pursuant to the terms of Section
2(b) hereof;


(ii) use its reasonable best efforts to cause the Shelf Registration
Statement to be declared effective by the Commission not later than 180
days after the date hereof (the "EFFECTIVENESS TARGET DATE"); and


(iii) use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required by
the provisions of Section 4(b) hereof to the extent necessary to ensure
that (A) it is available for resales by the Holders of Transfer Restricted
Securities entitled to the benefit of this Agreement and (B) conforms with
the requirements of this Agreement and the Securities Act for a period
(the "EFFECTIVENESS PERIOD") of:


(1) two years following the last date of original issuance of
Notes; or


(2) such shorter period equal to the earliest of (x) the date
when all of the Holders of Transfer Restricted Securities are able to
sell all Transfer Restricted Securities immediately without
restriction pursuant to Rule 144(k) under the Securities Act or any
successor rule thereto, (y) the date when all Transfer Restricted
Securities cease to be outstanding (whether as a result of
redemption, repurchase and cancellation, conversion or otherwise) or
(z) the date when all Transfer Restricted Securities registered under
the Shelf Registration Statement have been sold.


(b) The Company shall mail to each Holder of Transfer Restricted Securities the Selling Securityholder Notice and Questionnaire, the form of which is contained in Annex A to the Offering Memorandum relating to the Notes (the "Questionnaire"), at least 20 Business Days (but not more than 40 Business Days) prior to the time the Company intends in good faith to have the Shelf Registration Statement declared effective by the Commission. To have its Transfer Restricted Securities included in the Shelf Registration Statement pursuant to this Agreement, each Holder must complete and deliver the Questionnaire to the Company within 20 business days of the date of the Questionnaire. Upon receipt of a written request for additional information from the Company, each Holder of Transfer Restricted Securities who intends to be named as a selling securityholder in the Shelf Registration Statement must complete and deliver to the Company in writing, within 20 Business Days after such Holder's receipt of such request, such additional information regarding such Holder and the proposed distribution by such Holder of its Transfer Restricted Securities, in connection with the Shelf Registration Statement or Prospectus or Preliminary Prospectus included therein and in any application to be filed with or under state securities law, as the Company may reasonably request. In connection with all such requests for information from Holders of


4


Transfer Restricted Securities, the Company shall notify such Holders of the requirements set forth in this paragraph regarding their obligation to provide the information requested pursuant to this Section. Holders who have not delivered a Questionnaire prior to the effectiveness of the Shelf Registration Statement may receive a Questionnaire from the Company upon written request. Upon receipt of such a completed Questionnaire from a Holder following the effectiveness of the Shelf Registration Statement, the Company shall, as promptly as reasonably practicable, file such amendments to the Shelf Registration Statement or supplements to a related Prospectus as are necessary to permit such Holder to be named as a Selling Securityholder in the Prospectus contained in it. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading.


3. ADDITIONAL AMOUNTS.


(a) If:


(i) the Shelf Registration Statement is not filed with the Commission
prior to or on the Shelf Filing Deadline;


(ii) the Shelf Registration Statement has not been declared effective
by the Commission prior to or on the Effectiveness Target Date;


(iii) except as provided in Section 4(b)(i) hereof, the Shelf
Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within five
Business Days by a post-effective amendment to the Shelf Registration
Statement, a supplement to the Prospectus or a report filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act that cures such failure and, in the case of a post-effective
amendment, is itself immediately declared effective; or


(iv) (A) prior to or on the 60th or 90th day, as the case may be, of
any Suspension Period, such suspension has not been terminated or (B)
Suspension Periods exceed an aggregate of 120 days in any 360 day period,


(each such event referred to in foregoing clauses (i) through (iv), a
"REGISTRATION DEFAULT"), the Company hereby agrees to pay additional
amounts ("ADDITIONAL AMOUNTS") with respect to the Transfer
Restricted Securities from and including the day following the
Registration Default to but excluding the day on which the
Registration Default has been cured, accruing at a rate:


(A) in respect of the Notes, to each holder of Notes, (x) with
respect to the first 90-day period during which a Registration Default
shall have occurred and be continuing, equal to 0.25% per annum of the
principal amount of the Notes, and (y) with respect to the period
commencing on the 91st day following the day the Registration Default
shall have occurred and be continuing, equal to 0.50% per annum of the
principal amount of the Notes; PROVIDED that


5


in no event shall Additional Amounts accrue at a rate per year exceeding
0.50% of the Applicable Amount of the Notes; and


(B) in respect of any shares of Common Stock, to each holder of
shares of Common Stock issued upon conversion of Notes, (x) with
respect to the first 90-day period in which a Registration Default
shall have occurred and be continuing, equal to 0.25% per annum of
the Applicable Amount of the converted Notes, and (y) with respect to
the period commencing the 91st day following the day the Registration
Default shall have occurred and be continuing, equal to 0.50% per
annum of the Applicable Amount of the converted Notes; PROVIDED that
in no event shall Additional Amounts accrue at a rate per year
exceeding 0.50% of the Applicable Amount of the converted Notes.


(b) All accrued Additional Amounts shall be paid in arrears to Record Holders by the Company on each Additional Amounts Payment Date by wire transfer of immediately available funds or by federal funds check, with the first such payment due on the first Additional Amounts Payment Date following the date on which such Additional Amounts begin to accrue. Following the cure of all Registration Defaults relating to any particular Security or share of Common Stock or upon such Security or share of Common Stock ceasing to be a Transfer Restricted Security, the accrual of Additional Amounts with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Amounts.


All obligations of the Company to pay Additional Amounts in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Transfer Restricted Security shall have been satisfied in full.


The Additional Amounts set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.


4. REGISTRATION PROCEDURES.


(a) In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 4(b) hereof and shall use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto, shall prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Securities Act.


(b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities, the Company shall:


6


(i) Use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective during the Effectiveness Period; upon the
occurrence of any event or the existence of any fact that would cause the
Shelf Registration Statement or the Prospectus contained therein, in
either case including any document incorporated by reference therein, (A)
to contain a material misstatement or omission or (B) not be effective and
usable for resale of Transfer Restricted Securities during the
Effectiveness Period, the Company shall file promptly an appropriate
amendment to the Shelf Registration Statement, a supplement to the
Prospectus or a report filed with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A),
correcting any such misstatement or omission, and, in the case of either
clause (A) or (B), use its reasonable best efforts to cause such amendment
to be declared effective and the Shelf Registration Statement and the
related Prospectus to become usable for their intended purposes as soon as
practicable thereafter. Notwithstanding the foregoing, the Company may
suspend the effectiveness of the Shelf Registration Statement by written
notice to the Holders for a period not to exceed an aggregate of 60 days
in any 90-day period (each such period, a "SUSPENSION PERIOD") if:


(x) an event occurs and
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