EX-4.1: FORM OF CERTIFICATE OF COMMON STOCK

Contract Categories: Business Finance - Stock Agreements
EX-4.1 5 y08819a2exv4w1.htm EX-4.1: FORM OF CERTIFICATE OF COMMON STOCK exv4w1
 

Exhibit 4.1

Specimen of Common Stock Certificate

    COMMON STOCK
  [Dresser-Rand Group Inc. LOGO]  
    SEE REVERSE FOR
CERTAIN DEFINITIONS
 
 
  DRESSER-RAND GROUP INC. CUSIP
  INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE

 

 

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF DRESSER-RAND 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 is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile signatures of the duly authorized officers of the Corporation.

Dated:
 

[Signature]
 
 
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY		 [Signature]
 
 
PRESIDENT AND CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

The Bank of New York

TRANSFER AGENT AND REGISTRAR
 
 

by:
 
              AUTHORIZED SIGNATURE

 

     The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

     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)
UNIF TRF MIN ACT —
       Custodian (until age               )
 
  
 
        
 
   (Cust)        
        under Uniform Transfers
 
  
 
        
 
   (Minor)        
 
   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 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  
 

      

X  
 

X  
 


Signatures(s) Guaranteed

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.


By  
 
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.