EX-4.1: FORM OF CERTIFICATE OF COMMON STOCK

Contract Categories: Business Finance - Stock Agreements
EX-4.1 3 y10586exv4w1.htm EX-4.1: FORM OF CERTIFICATE OF COMMON STOCK EX-4.1:
 

Exhibit 4.1

THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N V. AND RiDGEFIELD PARK. N.J.
GARTNER, INC.
COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
A STATEMENT AS            AS OF THE RIGHTS PREFERENCES PRIVILEGES AND RESTRICTIONS OF SHARES
CUSIP ###-###-#### 10 7
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.0005 PER SHARE, OF
Gartner, Inc. transferable on the books on the corporation by the holder hear of in person or by duty authorized attorney upon surrender of the Certificate of the property enclosed. This certificate is until countersigned and registered by the Transfer Agent and Registrar Witness the facsimile seal of the corporation and the facsimile signature of its duly authorized officers dated

 

 

GARTNER, INC.

     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 as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge 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   UNIF GIFT MIN 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)  
        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 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
       
         

     
 
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 By

     
 
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

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN THE CORPORATION AND MELLON INVESTOR SERVICES LLC AS THE RIGHTS AGENT, DATED AS OF AUGUST 31, 2002 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE INCORPORATED BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE CORPORATION’S PRINCIPAL EXECUTIVE OFFICES. 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. THE CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE UPON RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.