SPECIMEN STOCK CERTIFICATE

EX-4.1 2 y06044a3exv4w1.txt SPECIMEN STOCK CERTIFICATE Exhibit 4.1 COMMON STOCK ADAMS PAR VALUE $0.01 NUMBER RESPIRATORY SHARES ARxT THERAPEUTICS(TM) ADAMS RESPIRATORY THERAPEUTICS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 00635P 10 7 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF ADAMS RESPIRATORY THERAPEUTICS, INC. transferable on the books of the Corporation by the holder hereof in person or by attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation of the Corporation, as amended from time to time to all of which each holder of this Certificate, by acceptance hereof, assents This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers Dated: COUNTERSIGNED AND REGISTERED: WACHOVIA BANK, N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE /s/ Michael J. Valentino /s/ Walter E. Riehemann CHIEF EXECUTIVE OFFICER & PRESIDENT SECRETARY [CORPORATE SEAL] ADAMS RESPIRATORY THERAPEUTICS, INC. CORPORATE SEAL DELAWARE I AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 ###-###-#### SALES: LETICIA TOGLIA ###-###-#### /ETHER 7/LIVE JOBS/A/ADAMS 20294 FACE PRODUCTION COORDINATOR: MIKE PETERS ###-###-#### PROOF OF JUNE 21, 2005 ADAMS RESPIRATORY THERAPEUTICS, INC. TSB 20294 FACE OPERATOR: TERESA REV. 1 PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF ___OK AS IS ___OK WITH CHANGES ___MAKE CHANGES AND SEND ANOTHER PROOF COLORS SELECTED FOR PRINTING: LOGO IS IN ALL-OUTLINE EPS FORMAT; PRINTS IN PMS 280 AND PMS 7473. INTAGLIO PRINTS IN SC-7 DARK BLUE. COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink. ADAMS RESPIRATORY THERAPEUTICS, INC. 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT________Custodian_______ (Cust) (Minor) Under Uniform Gifts 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 - -------------------------------------------------------------------------- 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 Company with full power of substitution in the premises. Dated________________ X_____________________________________ (SIGNATURE) 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. X_____________________________________ (SIGNATURE) THE SIGNATURE(S) MUST 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. (SIGNATURES) GUARANTEED BY: AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 ###-###-#### SALES: LETICIA TOGLIA ###-###-#### /ETHER 7/LIVE JOBS/A/ADAMS 20294 BACK PRODUCTION COORDINATOR: MIKE PETERS ###-###-#### PROOF OF JUNE 20,2005 ADAMS RESPIRATORY THERAPEUTICS, INC. TSB 20294 BACK Operator: TERESA NEW PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: ___OK AS IS ___OK WITH CHANGES ___MAKE CHANGES AND SEND ANOTHER PROOF