DDR Corp.

EX-4.1 2 d256566dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

 

DDR Corp.

THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED SUBJECT TO CERTAIN PROVISIONS OF THE CORPORATION’S ARTICLES OF INCORPORATION, NO PERSON MAY BENEFICIALLY OWN COMMON SHARES IN EXCESS OF 5.0% OF THE OUTSTANDING COMMON SHARES OF THE CORPORATION (UNLESS SUCH PERSON IS AN EXEMPT HOLDER OR AN EXISTING HOLDER), NO PERSON MAY CONSTRUCTIVELY OWN COMMON SHARES IN EXCESS OF 9.8% OF THE OUTSTANDING COMMON SHARES OF THE CORPORATION AND NO PERSON MAY ACQUIRE BENEFICIAL OWNERSHIP OF ANY COMMON SHARES AFTER THE EFFECTIVE DATE IF, AS A RESULT OF SUCH ACQUISITION, THE FAIR MARKET VALUE OF THE SHARES OWNED DIRECTLY AND INDIRECTLY BY NON-U.S. PERSONS WOULD COMPRISE MORE THAN 49% OF THE FAIR MARKET VALUE OF THE ISSUED AND OUTSTANDING COMMON SHARES. ANY PERSON WHO ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN COMMON SHARES IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL CAPITALIZED ITEMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CORPORATION’S ARTICLES OF INCORPORATION, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED, CERTAIN OF THE COMMON SHARES REPRESENTED HEREBY WILL BE TRANSFERRED AUTOMATICALLY AND BY OPERATION OF LAW TO A TRUST AND SHALL BE DESIGNATED SHARES-IN-TRUST.

The abbreviations below, 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. Additional abbreviations may also be used though not included below.

 

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 survivorship and not

                       as tenants in common

    under Uniform Gifts to Minors Act
                                                                                                                                 
   (State)                             
  

UNIF TRANS MIN ACT –                  custodian                

(Cust)                     (Minor)  

   under Uniform Transfer to Minors
  

Act of                                                 

(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 OF ASSIGNEE)

 

        
         
         
         

OF THE SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT

 

  

 

     ATTORNEY,   
TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION, WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.    

 

   
DATED                                                                               X    
    X    
Signature(s) Guaranteed       NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

By                                                                                                                                               

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