ON Semiconductor Corporation Series A Preferred Stock Certificate Issued to TPG ON Holdings LLC

Summary

This certificate confirms that TPG ON Holdings LLC owns 10,000 Series A Cumulative Convertible Preferred Shares of ON Semiconductor Corporation, each valued at $0.01. The shares are fully paid, nonassessable, and can only be transferred on the corporation’s books by the holder or an authorized attorney upon proper endorsement. The shares are not registered under the Securities Act of 1933 and are subject to transfer restrictions unless an exemption applies or registration is effective.

EX-4.1 4 p65563ex4-1.txt EX-4.1 1 Exhibit 4.1 [CERTIFICATE] NUMBER SHARES A-1 10,000 ON SEMICONDUCTOR CORPORATION Authorized 10,000 Series A Cumulative Convertible Preferred Shares This Certifies that TPG ON Holdings LLC is the owner of Ten Thousand Series A Cumulative Convertible Preferred Shares of the Capital Stock of ON SEMICONDUCTOR CORPORATION, fully paid and nonassessable 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 7th day of September A.D. 2001 /s/ Curtis Crawford /s/ George H. Cave - ----------------------------- ----------------------------- Chairman of the Board Sr. Vice President and Chief Financial Officer /s/ Dario Sacomani - ----------------------------- Vice President SHARES $0.01 EACH 2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE COMPANY WILL FURNISH TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE A STATEMENT AS TO THE POWERS, DESIGNATIONS, PREFERENCES AND A RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE APPLICABLE CLASS OR SERIES OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. [STOCK CERTIFICATE GRAPHIC] CERTIFICATE FOR 10,000 SHARES of the Capital Stock ON SEMICONDUCTOR CORPORATION ISSUED TO TPG ON Holdings L.L.C. DATE September 7, 2001 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.