ExpressJet Holdings, Inc. Specimen Common Stock Certificate

Contract Categories: Business Finance Stock Agreements
Summary

This document is a specimen stock certificate for ExpressJet Holdings, Inc., incorporated in Delaware. It certifies ownership of fully paid and non-assessable shares of common stock, which are transferable on the corporation's books. The certificate is subject to the company's Restated Certificate of Incorporation and Bylaws. It also references certain rights under an Amended and Restated Rights Agreement with Mellon Investor Services LLC and Continental Airlines, Inc. The certificate outlines restrictions on voting rights for non-U.S. citizens and provides instructions for transfer and assignment of shares.

EX-4.1 6 h93526a5ex4-1.txt SPECIMEN STOCK CERTIFICATE EXHIBIT 4.1 COMMON STOCK COMMON STOCK PAR VALUE $.01 PER SHARE PAR VALUE $.01 PER SHARE NUMBER SHARES ________________________ ________________________ ________________________ ________________________ THIS CERTIFICATE IS CUSIP 30218U 10 8 TRANSFERABLE IN SEE REVERSE FOR NEW YORK, NY AND CERTAIN DEFINITIONS RIDGEFIELD PARK, NJ EXPRESSJET HOLDINGS, INC. 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 OF ExpressJet Holdings, Inc. (hereinafter and on the back hereof called the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by its 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 provisions of the laws of the State of Delaware and to all of the provisions of the Restated Certificate of Incorporation and the Bylaws of the Corporation, as amended from time to time (copies of which are on file at the office of the Transfer Agent), to all of which the 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 signature of the Corporation's duly authorized officers. CERTIFICATE OF STOCK /s/ JAMES B. REAM DATED: PRESIDENT COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC [SEAL] TRANSFER AGENT AND REGISTRAR BY: /s/ SCOTT R. PETERSON SECRETARY AUTHORIZED SIGNATURE EXPRESSJET HOLDINGS, INC. The Corporation will 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 or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. The rights of persons who are not "Citizens of the United States" (as defined in 49 U.S.C. 40102(a)(15), as now in effect or as hereafter amended) to vote the securities represented by this certificate are subject to certain restrictions contained in the Restated Certificate of Incorporation and Bylaws of the Corporation, copies of which are on file at the principal executive offices 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 UNIF GIFT IN ACT____________Custodian_________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act___________________________ in common (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 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 or 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 CERTI- FICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X______________________________________ (SIGNATURE) This Certificate also evidences and ________________________________________ entitles the holder hereof to certain THE SIGNATURE(S) MUST BE GUARANTEED rights (the "Rights") as set forth in BY AN ELIGIBLE GUARANTOR INSTITUTION AS the Amended and Restated Rights Agreement DEFINED IN RULE 17Ad-15 UNDER THE between ExpressJet Holdings, Inc., SECURITIES EXCHANGE ACT OF 1934, AS Mellon Investor Services LLC and AMENDED. Continental Airlines, Inc., dated as of _______________________________________ April 2002 as it may from time to time be SIGNATURE(S) GUARANTEED BY: amended or supplemented pursuant to its terms (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference. A copy of the Rights Agreement is on file at the principal executive offices of ExpressJet Holdings, Inc. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Mellon Investor Services LLC 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, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. ________________________________________