Aleris Corporation Specimen Certificate of Common Stock

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Summary

This document is a specimen certificate for shares of common stock in Aleris Corporation. It outlines restrictions on the transfer and sale of the stock, stating that the securities have not been registered under U.S. securities laws and may only be transferred under certain conditions or exemptions. The certificate is also subject to the terms of a Stockholders Agreement dated June 1, 2010. The document includes instructions for transferring shares and notes requirements for signature guarantees and cost basis reporting for tax purposes.

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EX-4.1 2 dex41.htm SPECIMEN CERTIFICATE OF COMMON STOCK Specimen Certificate of Common Stock

Exhibit 4.1

 

 

ALERIS CORPORATION

THIS SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE UNITED STATES AND THE SECURITIES REGULATORY AUTHORITIES OF APPLICABLE STATES OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY (OR SUCH OTHER EVIDENCE AS IS REASONABLY ACCEPTABLE TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED JUNE 1, 2010, BY AND AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

 

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    UNIF TRF MIN ACT   -  

 

   Custodian (until age  

 

   )
         (Cust)      
       

 

   under Uniform Transfers to Minors Act  

 

        (Minor)     (State)

 

Additional abbreviations may also be used though not in the above list.

  

 

  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received,                               hereby sell, assign and transfer unto           

 

 

(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 Corporation 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.

 

 

 

 

 

The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis.

 

If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state.