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Exhibit 4.1
[C-COR.net Corp.]
NUMBER ________ SHARES
SEE REVERSE FOR
AS CERTAIN DEFINITIONS
INCORPORATED UNDER THE
LAWS OF THE COMMONWEALTH
OF PENNSYLVANIA CUSIP 125010 10 8
C-COR.net Corp.
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OR $0.05 EACH OF
THE COMMON STOCK OF C-COR.net Corp., transferable only on the books of the
Corporation 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 facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
[Corporate Seal] /s/ William T. Hanelly /s/ David A. Woodle
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Vice President-Finance President and
Secretary and Treasurer Chief Executive
Officer
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C-COR.net Corp.
Please keep this Certificate in a safe place. If it is lost, stolen
or destroyed, the Corporation will require a bond of indemnity as a condition to
the issuance of a replacement certificate.
The Corporation is authorized to issue preferred stock, no par value,
one or more series with full, limited, multiple, traditional or no voting
rights, and with such designations, preferences, qualifications, privileges,
limitations, restrictions, options, conversion rights, and other special or
relative rights, as shall be fixed from time to time by resolution of the Board
of Directors and without the necessity of any action by the shareholders. The
Corporation will furnish to any shareholder, upon request and without charge, a
full or summary statement of the terms of any series of preferred stock which
may be issued from time to time, and the variations in the relative rights and
preferences between the shares of any series, so far as the same have been fixed
and determined.
The following abbreviation, when used in the inscription on the face
of this certification, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not
tenants in common
UNIF GIFT MIN ACT-_____________Custodian_____________
(Cust) (Minor)
under Uniform Gifts to Minors Act___________________
(State)
UNIF TRANS MIN ACT-_____________Custodian_____________
(Cust) (Minor)
under Uniform Transfers to Minors Act_______________
(State)
Additional abbreviations may also be used though not in the above list.
For value received _______________________________________ hereby sell,
assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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________________________________________________________________________________
Please print or typewrite name and address including postal 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) MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAMS, 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 C-COR.net Corp. (the "Company") and
American Stock Transfer & Trust Company, as Rights Agent, dated as of August 17,
1988 as the same may be amended from time to time (the "Rights Amendment"). 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 will be
evidenced by separate certificates and will no longer be evidenced by the
certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement without charge after receipt of a written request therefor.
Under circumstances, as set forth in the Rights Agreement, Rights owned by or
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transferred to any Person who is or becomes an Acquiring Person (as defined in
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the Rights Agreement) and certain transferees thereof will become null and void
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and will no longer be transferable.
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