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EXHIBIT 4.1
SPECIMEN SHARE CERTIFICATE
[ELITE INFORMATION GROUP, INC. LOGO]
ELITE INFORMATION GROUP, INC.
Incorporated under the Laws of the State of Delaware
NUMBER SHARES
ELTE
COMMON STOCK CUSIP 28659M 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
fully paid and non-assessable Shares, par value $.01 each, of the Common
Stock of
ELITE INFORMATION GROUP, 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 and registered by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
/s/ Steven O. Todd (CORPORATE SEAL) /s/ Christopher K. Poole
Steven O. Todd, Secretary Christopher K. Poole, Chairman
of the Board and
Chief Executive Officer
COUNTERSIGNED AND REGISTERED:
EquiServe Trust Company, N.A.
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
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This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Elite Information Group, Inc.
(formerly named Broadway & Seymour, Inc.) and EquiServe Trust Company, N.A.,
dated as of April 14, 1999, as the same may be 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
Elite Information Group, 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. Elite Information Group, 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 beneficially owned
by or transferred to any Person who is or becomes an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement) and certain transferees thereof may become null and void and may no
longer by transferable.
ELITE INFORMATION GROUP, INC.
The Corporation is authorized to issue shares of Preferred Stock, $.01 par
value, in series, each such series having the powers, preferences, designations
and relative participating, optional or other special rights as may be
determined by the Board of Directors. The Corporation will furnish without
charge to each stockholder who so requests a statement summarizing the rights of
any Preferred Stock or series thereof outstanding from time to time.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
---------- ----------
(Cust) (Minor)
under Uniform Gifts 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
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 MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
