SIGMATEL, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

EX-4.1 4 dex41.htm FORM OF SPECIMEN CERTIFICATE FOR SHARES OF COMMON STOCK Form of Specimen Certificate for Shares of Common Stock

Exhibit 4.1

 

COMMON STOCK       COMMON STOCK
PAR VALUE $.0001       THIS CERTIFICATE IS TRANSFERRABLE IN NEW YORK, NEW YORK OR CHICAGO, ILLINOIS
Certificate Number       Shares

 

 

SIGMATEL, INC.

 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

THIS CERTIFIES THAT       CUSIP  82661W  10  7
        SEE REVERSE FOR CERTAIN DEFINITIONS

 

is the owner of

 

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

 

SigmaTel, Inc., transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly 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 (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, 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.

 

/s/  Ronald P. Edgerton  

DATED <<Month Day, Year>>

President   COUNTERSIGNED AND REGISTERED
    COMPUTERSHARE INVESTOR SERVICES, LLC.
    (CHICAGO)
    TRANSFER AGENT AND REGISTRAR,
/s/  Ross A. Goolsby  

 

By

                                                                                                           
Secretary        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                                   
                (Cust)   (Minor)

TEN ENT

  

  –

   as tenants by the entireties       under Uniform Gifts to Minors Act                  
                    (State)

JT TEN

  

  –

   as joint tenants with right of   UNIF TRF MIN ACT                       Custodian (until age     )                    
        survivorship and not as tenants in       (Cust)   (Minor)
        common            
                under Uniform Transfers to Minors Act                  
                    (State)
        Additional abbreviations may also be used though not in the above list.

 

SIGMATEL, INC.

 

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

 

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 POSTAL 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:

                                                                             20             Signature:   

 

        

THE SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.

 

          
        
SIGNATURE(S) GUARANTEED BY:               
            

Signature:

 

   

 

                  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.