EXHIBIT 4.1
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COMMON SHARES COMMON SHARES
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NUMBER SHARES
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NUA-
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[Nuance Communications Logo]
SEE REVERSE FOR STATEMENTS RELATING
TO RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS
CUSIP 669967 10 1
SEE REVERSE FOR CERTAIN DEFINITION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Certifies That
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK PAR VALUE
OF $0.001 PER SHARE,
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-------------------------Nuance Communications Inc.------------------
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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 unless countersigned and registered
by the Transfer Agent and Registrar.
In WITNESS whereof, the Corporation has caused this Certificate to be
executed and attested to by the manual or facsimile signatures of its duly
authorized officers, under a facsimile of its corporate seal to be affixed
hereto.
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDERS SERVICES, L.L.C.
TRANSFER AGENT
AND REGISTRAR
By
AUTHORIZED SIGNATURE
Dated
[SEAL]
/s/ Brian Danella /s/ Ronald Croen
Vice President, PRESIDENT and CEO
General Counsel
and Secretary
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 or series of shares and upon the
holders thereof as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge
from the Corporation at its principal office.
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 ..............
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 Act ..................................
in common (State)
UNIF TRF MIN ACT __..........Custodian (until age........)
(Cust)
................under Uniform Transfers
(Minor)
to Minors Age..........................
(State)
Additional abbreviations may also be used though not in the above ???
FOR VALUE RECEIVED, ___________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the common 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 _______________________________
X _______________________________________
X _______________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAMES(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OF 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 MEDALLION SIGNATURE
GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17A ?????
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ARTHROCARE CORPORATION AND
NORWEST BANK MINNESOTA, N.A., AS THE RIGHTS AGENT, DATED AS OF NOVEMBER 14,
1996, (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 ARTHROCARE 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. ARTHROCARE 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
SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED BY ANY PERSON WHO IS, WAS OR
BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE