EX-4.1 Specimen Certificate - Common Shares

EX-4.1 2 l12598aexv4w1.txt EX-4.1 SPECIMEN CERTIFICATE - COMMON SHARES EXHIBIT 4.1 COUNTERSIGNED AND REGISTERED: NATIONAL CITY BANK (Cleveland, Ohio) TRANSFER AGENT AND REGISTRAR By: AUTHORIZED SIGNATURE DATATRAK NUMBER C- DATATRAK INTERNATIONAL, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO CUSIP ###-###-#### SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT SPECIMEN IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE OF DATATRAK INTERNATIONAL, INC. transferable on the books of the Corporation 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 held subject to the express terms and provisions of the Articles of Incorporation of the Corporation filed in the office of the Secretary of State of Ohio. This certificate is not valid unless countersigned by a Transfer Agent and registered by a Registrar. WITNESS the facsimile signatures of its duly authorized officers. Dated: DATATRAK INTERNATIONAL, INC. Terry C. Black /s/Jeffrey A. Green Vice President of Finance, President and Chief Financial Officer, Chief Executive Officer Treasurer and Assistant Secretary DATATRAK INTERNATIONAL, 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 UNIF TRANS MIN ACT - ___________ __________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act ________ JT TEN - as joint tenants with right of (State) survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list. The Corporation will mail to the holder of record of the shares represented by this certificate (without charge to the holder) within five days after receipt of written request therefor a copy of the express terms, if any, of the shares represented by this certificate and a copy of the express terms, if any, of the other class or classes and series of shares, if any, which the Corporation is authorized to issue. FOR VALUE RECEIVED, _______ HEREBY SELL, ASSIGN AND TRANSFER UNTOPLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________ of the Shares represented by the within Certificate and do hereby irrevocably constitute and appoint_______________________________________________________________ Attorney to transfer the said shares 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 AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED BY: ______________________________________________ The Signature(s) should be guaranteed by an eligible guarantor institution (Banks, Stockholders, Savings and Loan Associations and Credit Unions), with membership in an approved signature guarantee medallion program pursuant to SEC Rule 17A d-15. This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between DataTRAK International, Inc. and National City Bank dated as of September 2, 1997 (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 DataTRAK International, 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. DataTRAK International, 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, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void.