EX-4.1 Specimen Unit Certificate
EX-4.1 4 g08943exv4w1.htm EX-4.1 SPECIMEN UNIT CERTIFICATE EX-4.1 Specimen Unit Certificate
Exhibit 4.1
[Founders Unit and Co-Investment Unit Legend
THE SECURITIES REPRESENTED BY THIS UNIT CERTIFICATE (INCLUDING THE UNDERLYING COMMON STOCK, WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE UNDERLYING WARRANT ) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS, OR AN EXEMPTION FROM REGISTRATION THEREFROM.
THE SECURITIES REPRESENTED BY THIS UNIT CERTIFICATE (INCLUDING THE UNDERLYING COMMON STOCK, WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE UNDERLYING WARRANT ) ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH IN (I) THE LETTER AGREEMENT DATED AS OF AUGUST 9, 2007 AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE HOLDER, THE COMPANY AND CITIGROUP GLOBAL MARKETS INC. AND (II) THE WARRANT AGREEMENT DATED AS OF AUGUST 9, 2007 AS MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANYS PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.]
SPECIMEN UNIT CERTIFICATE
NUMBER | ________________ UNITS | |
U-________________ | CUSIP ________________ | |
SEE REVERSE FOR CERTAIN | ||
DEFINITIONS |
LIBERTY ACQUISITION HOLDINGS CORP.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE HALF OF ONE WARRANT TO PURCHASE ONE
SHARE OF COMMON STOCK
SHARE OF COMMON STOCK
THIS CERTIFIES THAT ____________________________________________________________________________________
is the owner of ____________________________________________________________________________________ Units.
Each Unit (Unit) consists of one (1) share of common stock, par value $0.0001 per share (Common Stock), of Liberty Acquisition Holdings Corp., a Delaware corporation (the Company), and one half (1/2) of one warrant (the Warrant). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.00 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Companys completion of a business combination with a target business or (ii) [___], 2007 and will expire unless exercised before 5:00 p.m., New York City Time, on [___], 2012, or earlier upon redemption (the Expiration Date). The Common Stock and Warrants comprising the Units represented by this certificate will be permitted to trade separately thirty-five business days (or such earlier number of days as the underwriters may permit) after the consummation of the initial public offering of the Company (or as soon as practicable thereafter), subject to the Company having filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of its initial public offering and having issued a press release announcing when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of August 9, 2007 as may be amended from time to time, between the Company and
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Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.
Dated: | ||||||
By: | ||||||
Chief Executive Officer | Secretary | |||||
Countersigned and Registered: | ||||||
By: | ||||||
Continental Stock Transfer & Trust Company | Registrar |
CORPORATE SEAL
2007
DELAWARE
2007
DELAWARE
LIBERTY ACQUISITION HOLDINGS CORP.
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The Company 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 of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units.
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
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT | | Custodian | ||||||
(Cust) | (Minor) | |||||||
under Uniform Gifts 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)
Units |
represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney |
to transfer the said Units on the books of the within named Company will 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:
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).
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