Instinet Group Incorporated Form of Common Stock Certificate

Summary

This document is a form of common stock certificate issued by Instinet Group Incorporated, a Delaware corporation. It certifies ownership of fully paid and nonassessable shares of the company's common stock, which are transferable on the company's books upon proper endorsement and surrender of the certificate. The certificate also references certain rights under a separate Rights Agreement, which may affect the holder's rights under specific circumstances. The certificate must be countersigned by the transfer agent and registrar to be valid.

EX-4.1 2 y44800a4ex4-1.txt FORM OF COMMON STOCK CERTIFICATE 1 - ---------------- ----------------- CERTIFICATE NO. SHARES INET [LOGO]INSTINET COMMON STOCK COMMON STOCK - ---------------- ----------------- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 457750 10 7 INSTINET GROUP INCORPORATED INCORPORATED UNDER THE LAW OF THE STATE OF DELAWARE - -------------------------------------------------------------------------------- THIS CERTIFIES THAT IS THE OWNER OF - -------------------------------------------------------------------------------- FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $0.01 PAR VALUE PER SHARE OF INSTINET GROUP INCORPORATED transferable on the books of the Corporation by the holder hereof or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned and registered by the transfer agent and registrar. IN WITNESS WHEREOF, Instinet Group Incorporated has caused this certificate to be executed by the facimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. DATED: SEAL SECRETARY AND GENERAL COUNSEL CHIEF EXECUTIVE OFFICER Countersigned and Registered: MELLON INVESTOR SERVICES LLC Transfer Agent and Registrar, By Authorized Signature 2 INSTINET GROUP INCORPORATED This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Instinet Group Incorporated (the "Company") and the Rights Agent thereunder, as it may from time to time be amended or supplemented in accordance with its terms (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 Company. 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 Company 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 therefor. 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 an 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. 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 TRAN MIN ACT-__________ Custodian __________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of OR survivorship and not as tenants under Uniform Transfers to Minors Act in common JT TEN _____________________________________ WROS (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 evidenced by this Certificate, and do hereby irrevocably constitute and appoint _________________________________________________________________, Attorney to transfer the said shares on the books of Instinet Group Incorporated with full power of substitution. Dated _______________________ ___________________________________ Signature ___________________________________ Signature in the presence of __________________________________ NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED MEDALLION GUARANTEED _____________________________________ Authorized Signature (Signature Guarantee Program Name) Signature Guarantee by (must be by a member of the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Signature Program in accordance with Securities and Exchange Commission Rule 17Ad-15) BANKNOTE CORPORATION OF AMERICA, INC. - WALL STREET, NYC - BROWNS SUMMIT, NC - INSTINET GROUP INCORPORATED - 1-104017-942 - PROOF #2 - 8:41 AM - 4/23/01 - SMS