EX-4.1 5 g74423ex4-1.txt SPECIMEN COMMON STOCK CERTIFICATE EXHIBIT 4.1 NUMBER SHARES PRGX PRG COMMON STOCK SCHULTZ COMMON STOCK INCORPORATED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF GEORGIA CERTAIN DEFINITIONS CUSIP 69357C 10 7 This Certifies that is the owner of FULLY PAID AND NONASSESSABLE SHARES OF THE NO PAR VALUE COMMON STOCK OF PRG-SCHULTZ INTERNATIONAL, INC. ----------------------------------------------------------------- ------------------------------------------------- transferable on the books of the Corporation by the holder hereof Countersigned and Registered: in person or by duly authorized attorney on surrender of this FIRST UNION NATIONAL BANK certificate properly endorsed. (CHARLOTTE, NORTH CAROLINA) This certificate is not valid until countersigned and Transfer Agent registered by the Transfer Agent and Registrar. and Registrar WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Authorized Signature ----------------------------------------------------------------- -------------------------------------------------
PRG-SCHULTZ INTERNATIONAL, INC. Dated: CORPORATE SEAL /s/ Clinton McKellar, Jr. GEORGIA /s/ John M. Cook ------------------------- ----------------------- SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER PRG-SCHULTZ INTERNATIONAL, INC. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS ON SUCH PREFERENCES AND/OR RIGHTS. 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 Act survivorship and not as 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 OF ASSIGNEE) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- shares ------------------------------------------------------------------------ of the 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 -------------------------------------- ------------------------------------------------------------- NOTICE: THE SIGNATURE 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: ------------------------------------------------------- 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, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACMENT CERTIFICATE. Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Protection Rights Agreement, dated as of August 9, 2000 (as such may be amended from time to time, the "Rights Agreement"), between PRG-Schultz International, Inc. f/k/a The Profit Recovery Group International, Inc. (the "Company") and First Union National Bank, as Rights Agent, 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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company or a Subsidiary of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.