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Exhibit 4.1
COMMON STOCK COMMON STOCK
PAR VALUE $.01 PAR VALUE $.01
CUSIP 053499 10 9
SEE REVERSE FOR CERTAIN DEFINITIONS
[AVAYA LOGO]
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This certifies that
is the owner of
CERTIFICATE OF STOCK
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Avaya 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 properly 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:
Countersigned and Registered:
THE BANK OF NEW YORK
By Transfer Agent
and Registrar Pamela F. Craven Donald K. Peterson
Authorized Signature VICE PRESIDENT PRESIDENT AND CHIEF
AND SECRETARY EXECUTIVE OFFICER
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AVAYA INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGER TO EACH STOCKHOLDER WHO
WHO SO REQUESTS A STATEMENT 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 OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE
TRANSFER AGENT.
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 tenant by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act..........................
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
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.
For value received, _______________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
INDENTIFICATION NUMBER OF ASSIGNEE
................................................................................
................................................................................
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
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 ________________________________________
THE SIGNATURE(S) MUST 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.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN AVAYA INC. AND THE BANK OF
NEW YORK, DATED AS OF SEPTEMBER 29, 2000, AS AMENDED FROM TIME TO TIME (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
AVAYA INC. 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. AVAYA INC. 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) MAY BECOME NULL AND VOID.
