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EXHIBIT 4.1
[SYMBOL] VIVUS [SYMBOL]
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE AND STATEMENT AS TO THE RIGHTS,
PREFERENCES AND PRIVILEGES OF SHARES
CUSIP 928551 10 0
THIS CERTIFIES THAT
LOGO
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE, OF
VIVUS, INC.
transferable on the Books of the Corporation by the holder hereof in person or
by duly authorized attorney upon the surrender of this Certificate properly
endorsed. This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed in facsimile by its duly authorized officers and sealed with a facsimile
of its corporate seal.
Dated:
/s/ Leland F. Wilson Countersigned and Registered:
- ------------------------------------- CORPORATE Harris Trust Company of California
PRESIDENT AND CHIEF EXECUTIVE OFFICER SEAL Transfer Agent and Registrar
/s/ Mario M. Rosati By:
- ------------------------------------- ---------------------------------
SECRETARY Authorized Signature
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EXHIBIT 4.1
VIVUS, INC.
The Corporation is authorized to issue two classes of stock, Common Stock
and Preferred Stock. The Board of Directors of the Corporation has the authority
to fix the number of shares and the designation of any series of Preferred Stock
and to determine or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any unissued series of Preferred Stock.
A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes and/or series of shares of stock of
the Corporation and upon the holders thereof as established, from time to time,
by the Articles of Incororation of the Corporation and by any certificate of
determination, may be obtained by any shareholder hereof upon request and
without charge from the Corporation at its offices in Menlo Park, CA.
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
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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 in Act
common ------------------------
(State)
UNIF TRF MIN ACT -- Custodian (until age )
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(Cust)
under Uniform Transfers
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(Minor)
to Minors Act
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(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED
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hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- -----------------------------
- -----------------------------
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(Please PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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X
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X
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NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
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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.
This certificate also evidences and entitles the holder hereof to certain rights
as set forth in a Rights Agreement between Vivus, Inc. and the Harris Trust
Company of California as the Rights Agent, dated as of February 13, 1996, 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 executive
offices of Vivus, Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer by evidenced by this certificate. Vivus, Inc. will mail to the holder of
this certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or an Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement), whether currently held by or on behalf of such Person
or by any subsequent holder, may become null and void.