Specimen Common Stock Certificate of Ergo Science Corporation
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Summary
This document is a specimen stock certificate for common shares of Ergo Science Corporation, a Delaware corporation. It certifies ownership of fully paid and non-assessable shares, which are transferable subject to the corporation’s certificate of incorporation and certain transfer restrictions. Notably, transfers to or by holders of 5% or more of the stock require board approval, and unauthorized transfers may be void. The certificate outlines procedures for assignment and transfer, and references Article XII for detailed restrictions. The corporation will provide further information upon request.
EX-4.1 3 a2058882zex-4_1.txt EXHIBIT 4.1 EX-4.1 SPECIMEN STOCK CERTIFICATE
This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF ERGO SCIENCE CORPORATION, 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 and the shares represented hereby are issued, and shall be held subject to all of the provisions of the Restated Certificate of Incorporation of the Corporation, as hereafter amended, a copy of which is on file with the Transfer Agent, to all of which the holder assents by acceptance hereof. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: THE FIRST NATIONAL BANK OF BOSTON TRANSFER AGENT AND REGISTRAR By: /s/ illegible AUTHORIZED SIGNATURE
SEE REVERSE SIDE FOR CERTAIN RESTRICTIONS ON TRANSFER OF STOCK AND REQUIREMENTS ERGO SCIENCE CORPORATION The corporation will furnish without charge to each stockholder who so requests, a copy of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent. The following abbreviations, when used in the inscrption on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
Additional abbreviations may also be used though not in the above list. ASSIGNMENT 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 Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - ------------------------------------------------------------------------Attorney to register the transfer of the said stock on the books of the within-named Corporation, with full power of substitution in the premises.
RESTRICTIONS ON TRANSFER OF STOCK AND REQUIREMENTS TO TRANSFER STOCK Article XII of the certificate of incorporation of the Corporation ("Article XII") restricts the direct or indirect sale, transfer, disposition, purchase or acquisition ("Transfer") of shares of common stock of the Corporation ("Stock"), and requires the transfer of Stock, under certain circumstances. In general, Article XII prohibits any Transfer of Stock on or prior to ( , 2004) (or such earlier or later date as may be determined by the board of directors of the Corporation (the "Board of Directors")) without prior approval of the Board of Directors by or to any holder (a) who beneficially owns directly or through attribution 5% or more of the Stock (as determined under section 382 of the Internal Revenue Code of 1986 and the applicable Treasury Regulations thereunder, each as amended from time to time (collectively, "Section 382") with certain modifications, or (b) who, upon such Transfer of Stock, would beneficially own directly or through attribution 5% or more of the Stock (as determined under Section 382, with certain modifications). If any person or entity attempts to Transfer Stock in violation of Article XII, such purported Transfer shall be null and void and the purported acquiror shall have no rights with respect thereto. Among other things, Article XII permits the Corporation to require the sale of any Stock Transferred in violation of Article XII, and the purported acquiror shall not be entitled to receive any proceeds of such sale in excess of the amount paid by such purported acquiror for such Stock, minus certain expenses and shall be required to return any dividends or distributions on such Stock. In addition, certain holders of Stock will be required to transfer Stock as a result of certain transfers of interests in entities that own Stock and the proceeds of such sale to be received by the holder shall be limited to the fair market value of such Stock at the time of the transfer of such interests. Under Article XII, the Corporation may require as a condition to the registration of the Transfer of any Stock that the proposed transferee furnish to the Corporation information regarding the ownership of Stock by the proposed transferee as well as the ownership of Stock by any persons or entities controlling, controlled by or under common control with such proposed transferee. Under certain circumstances, Article XII authorizes the Board of Directors to extend or accelerate the expiration date of the Article XII transfer restrictions and to modify certain provisions of Article XII. The foregoing is a summary description only of certain of the provisions of Article XII, to which reference is made for a complete description of the restrictions on the transfer of Stock and the provisions requiring the transfer of Stock and the consequences of the violation thereof. The Corporation will furnish a copy of Article XII to the holder of record of this certificate without charge upon written request to the Corporation at its principal place of business. By acceptance of this certificate, the holder hereof and any beneficial owner of the shares represented hereby shall be bound in all respects by such Article XII, as modified from time to time by the Board of Directors.
