Exhibit 4.3
NOTE LEGEND ON REVERSE SIDE OF THIS CERTIFICATE
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
Certificate Number Shares
- 0 - - 0 -
CUSIP 40636X 10 5
COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS
HALLWOOD ENERGY CORPORATION
THIS CERTIFIES that ------------ S P E C I M E N--------------
is the owner of ------------------ 0 -------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
THE PAR VALUE OF $.01 PER SHARE, OF
HALLWOOD ENERGY CORPORATION
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 by the Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
Dated: -----------------
/s/ William L. Guzzetti /s/ Cathleen M. Osborn
------------------------ ----------------------
President Secretary
<PAGE>
HALLWOOD ENERGY CORPORATION
The Corporation will furnish upon request and without charge to each
stockholder the powers, designations, preferences and relative, participating,
optional and other special rights of each class of stock and series within a
class of stock of the Corporation, as well as the qualifications, limitations
and restrictions relating to those preferences and/or rights. A stockholder
may make the request to the Corporation or to its Transfer Agent and
Registrar.
This certificate also evidences and entitles the holder hereof to the
same number of Rights as the number of Shares represented by this certificate,
such Rights being on the terms provided under the Rights Agreement between
Hallwood Energy Corporation and Registrar and Transfer Company, as rights
agent (the "Rights Agent") (the "Rights Agreement"), the terms of which are
incorporated herein by reference and a copy of which is on file at the
principal executive offices of Hallwood Energy Corporation. Under certain
circumstances, as set forth in the Rights Agreement, such Rights shall be
evidenced by separate certificates and shall no longer be evidenced by this
certificate. Hallwood Energy Corporation shall mail to the registered holder
of this certificate a copy of the Rights Agreement without charge within five
days after receipt of a written request therefor. Under certain circumstances
as provided in the Rights Agreement, Rights issued to or owned by Acquiring
Persons or their Affiliates or Associates (as defined in the Rights Agreement)
and any subsequent holder of such Rights shall be null and void.
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)
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
represented by the within Certificate, and do hereby irrevocably constitute and
appoint-------------------------------------------------------------------------
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, --------------------
X--------------------------
(SIGNATURE)
NOTICE:
THE SIGNATURE(S) 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.
X--------------------------
(SIGNATURE)
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY
APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO THE COMPANY) OF
COUNSEL THAT REGISTRATION IS NOT REQUIRED.
