Specimen Common Stock Certificate for QMed, Inc.

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Summary

This document is a specimen certificate representing ownership of common stock in QMed, Inc., a Delaware corporation. It certifies that the named holder owns fully paid and non-assessable shares, which can be transferred only on the company's books by the holder or an authorized agent. The certificate is subject to the company's Certificate of Incorporation and By-Laws. It must be countersigned by the transfer agent to be valid. If lost or destroyed, a replacement requires a bond of indemnity. The certificate also outlines standard transfer and assignment procedures.

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EX-4.1 3 ex41k113002.txt SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.1
COMMON COMMON Number Shares U - ------------------ ------------------ QMED, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT CUSIP 747914 10 9 SEE REVERSE FOR CERTAIN DEFINITIONS IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $.001 EACH OF QMED, INC. (hereinafter called the "Company"), transferable only on the books of the Company by the holder hereof in person or by Attorney upon surrender of this certificate property endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the By-Laws of the Company, as amended (copies of which are on file and available at the offices 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 Company and the facsimile signatures of its duly authorized officers. Dated: SECRETARY [QMed, Inc. Seal] PRESIDENT Countersigned and Registered: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, NY) Transfer Agent and Registrar By_______________________________________ Authorized Signature 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 ------------------------------------ JT TEN - as joint tenants with right of (Cust) (Minor) survivorship and not as tenants under Uniform Gifts in Minors in common 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 TYPE WRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ____________________________________________________________________________________________________ shares of the capital stock represented by the within Certificate, and do hereby irrevocable constitute and appoint ____________________________________________________________________ attorney to transfer the said stock on the books of the within named Company with full power of substitution in the promises. 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 Signatures(s) Guaranteed: _______________________________________________________________________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK- BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.