EXHIBIT 4.1
COMMON STOCK COMMON STOCK
NUMBER SHARES
CT
This certificate is transferable See Reverse For Certain Definitions
either in Chicago, IL
or New York, NY CUSIP 192388 10 6
COGEN TECHNOLOGIES, INC.
Incorporated Under the Laws of the State of Delaware
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF
COGEN TECHNOLOGIES, INC.
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed.
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. [COGEN TECHNOLOGIES
SEAL APPEARS HERE]
Dated:
/s/ R.A. LYDECKER /S/ ROBERT C. McNAIR
Secretary Charman of the Board
Cogen Technologies, Inc.
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.
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement (the "Rights Agreement"),
between Cogen Technologies, Inc. and Harris Trust and Savings Bank, dated as of
the Record Date (as defined in 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 Cogen Technologies, Inc. Under certain circumstances, as
set forth in the Rights Agreement, the Rights described therein will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Cogen Technologies, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. As described in the Rights Agreement, Rights issued to
any Person who becomes an Acquiring Person (as those terms are defined in the
Rights Agreement) shall become null and void.
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The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as if they were written out in full
according to applicable laws or regulations:
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 under Uniform Gifts to Minors
of survivorship and not as Act ____________________________________________
tenants in common (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, OR ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_______________________________________________________________________ Shares
of Common Stock 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 _____________________________________
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 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.
KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN, OR DESTROYED, THE
CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.