INCORPORATED UNDERTHE LAWS OF THE STATE OF DELAWARE NUMBER TorreyPines Therapeutics, Inc. SHARES AUTHORIZED COMMON STOCK: 150,000,000 SHARES PAR VALUE: $.001 CUSIP 89235K 10 5

Contract Categories: Business Finance - Stock Agreements
EX-4.1 2 a07-19339_1ex4d1.htm EX-4.1

Exhibit 4.1

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

NUMBER

 

TorreyPines
Therapeutics, Inc.

 

SHARES

 

AUTHORIZED COMMON STOCK:
150,000,000 SHARES
PAR VALUE: $.001

 

CUSIP 89235K 10 5

 

This Certifies that

Is The Record Holder Of

Shares of TorreyPines Therapeutics, Inc. Common Stock                                     transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

/s/ Craig Johnson

 

 

 

/s/ Neil Kurtz

SECRETARY

 

[SEAL]

 

PRESIDENT

 

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

(New York, NY)

BY:

TRANSFER AGENT AND REGISTRAR

 

 

 

 

 

 

 

 

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

 

(Cust)

 

(Minor)

JT TEN

–

as joint tenants with right of

 

under Uniform Gifts to Minors

 

 

survivorship and not as tenants

 

Act

 

 

in common

 

(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 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

 

 

 

 

 

 

 

 

 

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.

 

 

·NOTICE SIGNATURE GUARANTEED:

 

SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK), OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM.

 

TRANSFER FEE WILL APPLY

 

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN TORREYPINES THERAPEUTICS, INC. (THE “COMPANY”) AND THE AMERICAN STOCK TRANSFER & TRUST COMPANY DATED AS OF MAY 13, 2005, AS AMENDED (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 MAY BE REDEEMED, MAY EXPIRE OR MAY 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 WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS AGREEMENT) OR CERTAIN RELATED PERSONS AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.