EXHIBIT 4.1
TEMPORARY CERTIFICATE EXCHANGEABLE FOR DEFINITIVE
ENGRAVED CERTIFICATE WHEN READY FOR DELIVERY
THIS CERTIFICATE IS TRANSFERABLE
IN NEW YORK, NY AND RIDGEFIELD PARK, NJ
INNOVATIVE VALVE TECHNOLOGIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
AND LEGENDS
CUSIP 45767J 10 6
THIS CERTIFIES THAT___________________________________________________________
IS THE OWNER OF_______________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 PER SHARE OF THE
COMMON STOCK OF
INNOVATIVE VALVE TECHNOLOGIES, INC.
transferable on the books of the Corporation 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 the
provisions of the laws of the State of Delaware and to all of the provisions of
the Restated Certificate of Incorporation and the Bylaws of the Corporation, as
amended from time to time (copies of which are on file at the office of the
Corporation), to all of which the holder of this certificate by acceptance
hereof assents. This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its duly authorized officers and its corporate seal to be hereto
affixed.
Dated CHAIRMAN OF THE BOARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SECRETARY
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
INNOVATIVE VALVE TECHNOLOGIES, INC.
The Corporation is authorized to issue Common Stock, par value $.001 per
share, and Preffered Stock, par value $.001 per share. The Board of Directors of
the Corporation has authority to fix the number of shares and the designation of
any series of Preferred Stock and to determine the powers, designations,
preferences and relative, participating, optional or other special rights
between owners of stock or series thereof of the Corproation, and the
qualifications, limitations or restrictions of such preferences and/or rights.
The Corporation will furnish without charge to each stockholder who so requests
a full statement of the foregoing as established from time to time by the
Restated Certificate of Incorporation of the Corporation and by any certificate
of designations. Any such request should be made to the Secretary of the
Corporation at the offices of the Corporation.
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 Transfer 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 NUMBER OR OTHER
INDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
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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:
X________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST (SIGNATURE)
CORRESOND WITH THE NAME(S) AS WRITTEN ON
THE FACE OF THE CERTIFICATE IN EVERY X________________________________
PARTICULAR WITHOUT ALTERATION OR (SIGNATURE)
ENLARGEMENT OR ANY CHANGE WHATEVER.
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This certificate also evidences and |THE SIGNATURES(S) SHOULD BE GUARANTEED
entitles the holder hereof to certain |BY AN ELIGIBLE GUARANTOR INSTITUTION
Rights as set forth in the Rights |(BANKS, STOCKBROKERS, SAVINGS AND LOAN
Agreement between Innovative Valve |ASSOCIATIONS AND CREDIT UNIONS WITH
Technologies, Inc. (the "Company") and |MEMBERSHIP IN AN APPROVED SIGNATURE
ChaseMellon Shareholder Services, L.L.C |GUARANTEE MEDALLION PROGRAM). PURSUANT
(the "Rights Agent") dated as of |TO S.E.C. RULE 17Ad-15.
September 1, 1997 as it may from time to|---------------------------------------
time be supplemented or amended (the |SIGNATURES(S) GUARANTEED BY:
"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 be |
exchanged, may expire or may be |
evidenced by separate certificates and |
will no longer by evidenced by this |
cerrtificate. The Comany will mail to |
the holder of this certificate a copy |
of the Rights Agreement, as in effect on|
the date of mailing, without charge |
promptly after receipt of a written |
request therefor. Under certain |
circumstances set forth in the Rights |
Agreement, Rights beneficially owned by |
or transferred to any Person who is, was|
or becomes an Acquiring Person or any |
Affiliate or Associate thereof (as such |
terms are defined in the Rights |
Agreement), and certain transferees |
thereof, will become null and void and |
will no longer be transferable. |---------------------------------------