Specimen Common Stock Certificate of The Medicines Company

Summary

This document is a specimen certificate representing shares of common stock in The Medicines Company, a Delaware corporation. It certifies ownership of fully paid and nonassessable shares, which can be transferred by the holder or an authorized attorney upon proper endorsement and registration. The certificate is subject to the company's governing documents and Delaware law. It includes instructions for transfer and assignment, and outlines the rights of stockholders to request information about the stock's terms. The certificate must be countersigned by the transfer agent and registrar to be valid.

EX-4.1 5 ex4-1.txt SPECIMEN CERTIFICATE OF COMMON STOCK 1 EXHIBIT 4.1 NUMBER SHARES TMC THE MEDICINES COMPANY Incorporated Under the Laws of the State of Delaware COMMON STOCK This Certifies That CUSIP 584688 10 5 is the owner of FULLY PAID AND NONASSESSABLE COMMON SHARES OF THE COMMON STOCK, $.001 PAR VALUE, OF THE MEDICINES COMPANY transferable in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. The shares represented hereby are issued and held subject to the laws of the State of Delaware and to the provisions of the Third Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Corporation as new or hereafter amended to which the holder of this Certificate assents by its acceptance. 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/ Peyton J. Marshall [Seal] /s/ Clive A. Meanwell SENIOR VICE PRESIDENT AND CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER AND PRESIDENT COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. BY TRANSFER AGENT AND REGISTRAR, AUTHORIZED SIGNATURE 2 THE MEDICINES COMPANY The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian ----------------------- --------------------- (Cust) (Minor) under Uniform Gifts to Minors Act ------------------------- (State) UNIF TRF MIN ACT - Custodian (until age ____) ------------------------------ (Cust) (Minor) under Uniform Transfers ------------------------------ (Minor) to Minors 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 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 of the books of the within-named Corporation with full power of substitution in the premises. Dated ----------------------- X ------------------------------------------------ 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. Signature(s) Guaranteed: ------------------------------------------------ THE SIGNATURE(S) SHOULD 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.