EXHIBIT 4.1
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COMMON STOCK
PAR VALUE $0.01
[GRAPHIC OMITTED - LOGO INTERSTATE HOTELS & RESORTS, INC.]
IHR ______________________
--- SHARES
______________________
INTERSTATE HOTELS & RESORTS, INC. ______________________
______________________
______________________
CUSIP 46088S 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS
Incorporated under the laws of the State of Delaware
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK, NY
This certifies that ____________________________________________________________
is the owner of ________________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
INTERSTATE HOTELS & RESORTS, INC. (HEREINAFTER CALLED THE "CORPORATION"),
TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE REGISTERED HOLDER HEREOF IN
PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED AND
REGISTERED BY THE TRANSFER AGENT AND REGISTRAR. IN WITNESS WHEREOF, THE
CORPORATION HAS CAUSED THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS
AND ITS FACSIMILE SEAL TO BE AFFIXED HERETO.
/s/ Paul W. Whetsell
Chairman
[GRAPHIC OMITTED - CORPORATE SEAL]
Countersigned and Registered:
EquiServe Trust Company, N.A.
Transfer Agent and Registrar
By /s/ Stephen Cesso
Authorized Signature
/s/ Christopher L. Bennett
Secretary
INTERSTATE HOTELS & RESORTS, INC.
A FULL STATEMENT OF THE DESIGNATION AND ANY PREFERENCES, CONVERSION AND OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS
AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF CAPITAL STOCK MAY BE
OBTAINED FROM THE CORPORATION BY ANY STOCKHOLDER UPON REQUEST AND WITHOUT
CHARGE.
This certificate also evidences and entitles the holder hereof to certain rights
as set forth in a Rights Agreement between the Corporation and the Rights Agent
thereunder dated as of July 23, 1998 (the "Rights Agreement"), as amended from
time to time, the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of the
Corporation. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Corporation 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, as set forth in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) and certain other Rights may become null
and void.
The securities represented by this certificate are subject to restrictions on
ownership and transfer. This description is a summary only, and is qualified in
its entirety by reference to the full transfer restrictions in the Certificate
of Incorporation of the Corporation, a copy of which will be supplied free of
charge at any stockholder's request. Except as otherwise provided pursuant to
the Certificate of Incorporation of the Corporation, one or more Covered
Persons, who or which Beneficially Own outstanding shares of MeriStar REIT
Equity Stock (specified equity securities of MeriStar Hospitality Corporation)
in excess of 34.9% of the total outstanding shares of MeriStar REIT Equity
Stock, may not Beneficially Own outstanding shares of the Corporation in excess
of 35% of either (i) the total combined voting power of all outstanding shares
entitled to vote or (ii) the total outstanding shares of the Corporation. Any
Person who attempts or proposes to, alone or in combination with other Persons,
Beneficially Own shares of the Corporation that would result in a violation of
the above limitations must notify the Corporation in writing at least 15 days
prior to such proposed or attempted Transfer. If the restrictions on transfer
are violated, the securities represented hereby which are in excess of the above
limitations will be designated and treated as Excess Shares which will be held
in trust by the Excess Share Trustees for the benefit of the Charitable
Beneficiary. All capitalized terms not defined in this legend have the
meanings-defined in the Certificate of Incorporation of the Corporation, a copy
of which, including the restrictions on transfer, will be furnished to each
stockholder on request and without charge.
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_________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _________________________________
of survivorship and not as (State)
tenants in common
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 postal zip code of
assignee)
__________________________________________________________________________shares
of 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: ______________________
Signature(s)____________________________________
NOTICE: The signature(s) 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 By:
_________________________________
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 17 Ad-15.