exv4w1



 






Exhibit 4.1








	 	 	 	 	 
	No.                     

	 	Acquicor Technology Inc.
	 	                    Unit(s)
	CUSIP No.                     

	 	Incorporated under the Laws of the State of Delaware	 	 






UNIT(S) CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK




SEE REVERSE FOR CERTAIN DEFINITIONS



THIS
CERTIFIES THAT                                                                                                                                                            
is the owner of                                                                                                                                                                                      
Unit(s). Each unit (“Unit”) consists of one (1) share of common
stock, par value $0.0001 per share (“Common Stock”), of Acquicor Technology Inc., a Delaware
corporation (the “Corporation”), and two (2) warrants (the “Warrants”). Each Warrant entitles the
holder to purchase one (1) share of Common Stock for $                     per share (subject to adjustment).
The Common Stock and Warrants comprising the Units represented by this certificate are not
transferable separately until 20 days after the earlier to occur of the expiration of the
underwriters’ option to purchase up to 3,750,000 additional units to cover over-allotments, if any,
or the exercise in full or in part by the underwriters of such option. The terms of the Warrants
are governed by a Warrant Agreement, dated as of                                          (the “Warrant Agreement”),
between the Corporation and Continental Stock Transfer & Trust Company, as Warrant Agent, and are
subject to the terms and provisions contained therein, all of which terms and provisions the holder
of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file
at the office of the Warrant Agent at 17 Battery Place, 8th Floor, New York, NY 10004,
and are available to any Warrant holder on written request and without cost. This certificate is
not valid unless countersigned by the Transfer Agent and registered by the registrar of the
Corporation.





WITNESS the seal of the Corporation and the facsimile signature of its duly authorized officers.




Dated:                                         ,                     




	 	 	 	 	 
	 

	 	 	 	 
	Secretary

	 	 	 	Chief Executive Officer
	 
	 	 	 	 
	 

Transfer Agent

	 	 	 	 






Acquicor Technology Inc.

CORPORATE SEAL

2005

DELAWARE






 









 








     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

	 	tenants by the entireties
	 	 	 	       (Cust)                           (Minor)	 	 	 	 
	JT TEN

	 	as joint tenants with right of survivorship
	 	 	 	Under Uniform Gifts to Minors	 	 	 	 
	 

	 	and not as tenants in common
	 	 	 	Act:                                         	 	 	 	 
	 

	 	 	 	 	 	                          (State)	 	 	 	 






Additional abbreviations may also be used though not in the above list.




Acquicor Technology Inc.




     The Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, option 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. This certificate and the Units represented hereby
are issued and shall be held subject to the terms and conditions applicable to the securities
underlying and comprising the Units.



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)






                     Units represented by the within Certificate, and do hereby irrevocably constitute and
appoint                      Attorney, to transfer the said Units on the books of the within named
Corporation with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dated

	 	 	 	 	 	By:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	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:




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	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).