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Exhibit 4.1
TEMPORARY CERTIFICATE-EXCHANGEABLE FOR DEFINITIVE ENGRAVED
CERTIFICATE WHEN READY FOR DELIVERY
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LA QUINTA PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY
COMMON STOCK SEE REVERSE FOR CERTIFICATE OF
LA QUINTA CORPORATION
AND FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE
PAR VALUE OF $.10 PER SHARE OF
- -----------------------------LA QUINTA PROPERTIES, 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 or assigned. Transfers of fractions of whole shares of the
Corporation shall not be made, except as may otherwise be provided in the
By-Laws of the Corporation. 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
[SEAL]
/s/ John F. Schmutz
SECRETARY
/s/ Francis W. Cash
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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THESE SHARES ARE SUBJECT TO CERTAIN CONDITIONS AS DESCRIBED
ON THE REVERSE HEREOF
STATE STREET BANK AND TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
COUNTERSIGNED AND REGISTERED AS TO BOTH THE STOCK OF LA QUINTA PROPERTIES,
INC. AND THE STOCK OF LA QUINTA CORPORATION REPRESENTED HEREBY
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LA QUINTA CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON SHARES
THIS CERTIFIES THAT the person or persons designated on the reverse
hereof is the owner of a number of fully paid and non-assessable common
shares of the par value of $.10 each of La Quinta Properties, Inc. equal to
the number of shares shown on the reverse hereof. THE SHARES ARE SUBJECT TO
RESTRICTIONS ON TRANSFER DESCRIBED BELOW AND ARE TRANSFERABLE ON THE BOOKS OF
THE COMPANY BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY
ONLY IN ACCORDANCE WITH SAID RESTRICTIONS, UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED. This certificate is not valid until countersigned by the
transfer agent and registered by the registrar on the reverse hereof.
WITNESS the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers.
Dated as of the date on the reverse hereof.
[SEAL]
/s/ John F. Schmutz
Secretary
Francis W. Cash
President and Chief Executive Officer
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THE SHARES OF LA QUINTA PROPERTIES, INC. AND LA QUINTA CORPORATION
REPRESENTED BY THIS COMBINED CERTIFICATE ARE SUBJECT TO RESTRICTIONS IN THE
RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY WHICH PROHIBIT (a)
ANY PERSON (OTHER THAN A LOOK-THROUGH ENTITY) (AS SUCH TERMS ARE DEFINED IN
THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY) FROM
BENEFICIALLY OWNING OR CONSTRUCTIVELY OWNING (AS THESE TERMS ARE DEFINED IN
THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY) IN EXCESS OF
9.25% OF THE NUMBER OF OUTSTANDING SHARES OF ANY CLASS OR SERIES OF EQUITY
STOCK (AS THAT TERM IS DEFINED IN THE RESPECTIVE CERTIFICATES OF
INCORPORATION OF EACH COMPANY), (b) ANY LOOK-THROUGH ENTITY FROM BENEFICIALLY
OWNING OR CONSTRUCTIVELY OWNING IN EXCESS OF 9.8% OF THE NUMBER OF
OUTSTANDING SHARES OF ANY CLASS OR SERIES OF EQUITY STOCK, (c) ANY PERSON
FROM ACQUIRING OR MAINTAINING ANY OWNERSHIP INTEREST IN THE STOCK OF EITHER
COMPANY THAT IS INCONSISTENT WITH (i) THE REQUIREMENTS OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, PERTAINING TO REAL ESTATE INVESTMENT TRUSTS
OR (ii) ARTICLES THIRTEENTH OF THE RESPECTIVE CERTIFICATES OF INCORPORATION
OF EACH COMPANY AND (d) ANY TRANSFER OF SHARES OF ANY CLASS OR SERIES OF
EQUITY STOCK OF EITHER COMPANY THAT ARE PAIRED PURSUANT TO ARTICLE FOURTEENTH
OF THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY, EXCEPT IN
COMBINATION WITH AN EQUAL NUMBER OF SHARES OF THE OTHER COMPANY IN ACCORDANCE
WITH THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY, COPIES OF
WHICH ARE ON FILE WITH THE TRANSFER AGENT NAMED ON THE FACE HEREOF, AND THE
HOLDER OF THIS CERTIFICATE BY HIS ACCEPTANCE HEREOF CONSENTS TO BE BOUND BY
SUCH RESTRICTIONS.
LA QUINTA PROPERTIES, INC. AND LA QUINTA CORPORATION WILL FURNISH WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE RELEVANT PROVISION
OF THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY AND A COPY OF
THE PROVISIONS SETTING FORTH THE DESIGNATIONS, PREFERENCES, PRIVILEGES AND
RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF THAT EACH COMPANY IS
AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF
SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE ADDRESSED TO THE
SECRETARY OF EITHER COMPANY OR TO THE TRANSFER AGENT NAMED ON THE FACE HEREOF.
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ABBREVIATIONS
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 a g 4)
___________ under Uniform Transfers
(Minor)
to Minors Act _____________________
(State)
Additional abbreviations may also be used though not in the above list.
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For Value Received, ____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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of La Quinta Properties, Inc. and a like number of common shares of La Quinta
Corporation represented by the within certificates, and do hereby irrevocably
constitute and appoint
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to transfer the said stock on the books of the within named companies with
full power of substitution in the premises.
Dated
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Signature(s) of Stockholder(s)
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Signature(s) Guaranteed:
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The signature(s) must be guaranteed by an eligible
guarantor institution (Banks, Stockbrokers,
NOTICE: THE SIGNATURE 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.