Matador Petroleum Corporation Common Stock Certificate and Rights Agreement Reference

Summary

This document certifies that the named individual or entity is the registered holder of a specified number of shares of fully paid common stock in Matador Petroleum Corporation, a Texas corporation. The certificate outlines the transferability of shares, denial of preemptive rights, and prohibition of cumulative voting. It also references a Rights Agreement with A.G. Edwards & Sons, Inc., which grants certain rights to the holder, subject to specific conditions. Copies of the Articles of Incorporation and Rights Agreement are available upon request from the corporation.

EX-4.1 7 a2053407zex-4_1.txt EXHIBIT 4.1 Exhibit 4.1 Countersigned: By: ----------------------------- Number Shares Organized Under the Laws of the State of Texas MATADOR PETROLEUM CORPORATION Common Stock Authorized Shares 100,000,000 Par Value $.10 This Certifies that _____________________________________________________ is the registered holder of ____________________________________________________ Shares of the fully paid and non-assessable Capital Stock of Matador Petroleum Corporation transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this ____ day of ____________ A. D. ________ - ----------------------------- ---------------------------- President (Corporate Seal) Secretary CERTIFICATE FOR SHARES OF THE ____________________ ISSUED TO ___________________ DATED _______________ THE ARTICLES OF INCORPORATION OF THE CORPORATION, WHICH ARE ON FILE IN THE OFFICE OF THE TEXAS SECRETARY OF STATE, PROVIDE THAT (I) THE PREEMPTIVE RIGHT OF EACH SHAREHOLDER OF THE CORPORATION TO ACQUIRE ADDITIONAL, UNISSUED, OR TREASURY SHARES OR OTHER SECURITIES OF THE CORPORATION IS EXPRESSLY DENIED AND (II) THE CUMULATION OF VOTES IN THE ELECTION OF DIRECTORS OF THE CORPORATION IS EXPRESSLY PROHIBITED. THE CORPORATION WILL FURNISH A COPY OF SUCH ARTICLES TO THE RECORD HOLDER HEREOF WITHOUT CHARGE ON REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN MATADOR PETROLEUM CORPORATION AND A. G. EDWARDS & SONS, INC. DATED AS OF MAY 17, 2001 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF MATADOR PETROLEUM CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, THE RIGHTS DESCRIBED THEREIN WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. MATADOR PETROLEUM CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS THOSE TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER OF THE RIGHTS, OR THE EXERCISE BY SUCH HOLDER OF THE RIGHTS IN SUCH JURISDICTION, SHALL NOT HAVE BEEN OBTAINED OR OBTAINABLE. For Value Received, ______ hereby sell, assign and transfer unto _______________________ Shares of the Capital 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_______________ In presence of _______________________. NOTICE. THE SIGNATURE OF 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.