INCORPORATED UNDER THELAWS OF THE STATE OF DELAWARE FULLY PAID AND NONASSESSABLESHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF

Contract Categories: Business Finance - Stock Agreements
EX-4.1 3 dex41.htm FORM OF COMPANY'S COMMON STOCK CERTIFICATE Prepared by R.R. Donnelley Financial -- Form of Company's Common Stock Certificate

EXHIBIT 4.1

COMMON STOCK

NUMBER

     

        COMMON STOCK

        SHARES

    Openwave Systems Inc.    CUSIP 683718 10 0
        

SEE REVERSE FOR

CERTAIN DEFINITIONS

 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,

 

$0.001 PAR VALUE, OF

 

OPENWAVE SYSTEMS INC.

 

CERTIFICATE OF STOCK

 

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 subject to all the provisions of the Certificate of Incorporation, as amended, and the By-Laws of the Corporation, as amended (copies of which are on file at this 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 signatures of its duly authorized officers.

 

/s/  

[CORPORATE SEAL

OF OPENWAVE SYSTEMS INC.]

  

/s/

 

SECRETARY

   PRESIDENT AND CHIEF EXECUTIVE OFFICER

 

COUNTERSIGNED AND REGISTERED:

U.S. STOCK TRANSFER CORPORATION

TRANSFER AGENT AND REGISTRAR

 

BY

AUTHORIZED SIGNATURE

 

Openwave Systems Inc.

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.

 

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         under Trans to Minors Act
   

    right of survivorship

          
        and not as tenants        
   

    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 ZIP CODE, OF

ASSIGNEE)

 

 

   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       X  

MUST CORRESPOND WITH THE NAME(S) AS

       (SIGNATURE)

WRITTEN UPON THE FACE OF THE

        
CERTIFICATE IN EVERY PARTICULAR,       X  

WITHOUT ALTERATION OR ENLARGEMENT OR

       (SIGNATURE)

ANY CHANGE WHATEVER.

  
   

    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.

    SIGNATURE(S) GUARANTEED BY:

     
   

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Openwave Systems Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. 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 Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefore. 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 voice.