ex4_1.htm



Exhibit 4.1






 


[CERTIFICATE]


 



	[MPG OFFICE TRUST, INC. CORPORATE LOGO] 
	  	  
	
NUMBER

	  SHARES
	  	  
	
COMMON STOCK


PAR VALUE $.01 PER SHARE

	
  COMMON STOCK 


PAR VALUE $.01 PER SHARE


	  	
 CUSIP 553274 10 1


	
THIS CERTIFICATE IS TRANSFERABLE


IN THE CITY OF NEW YORK, NY

	  SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER 

RESTRICTIONS AND OTHER INFORMATION.





 


MPG OFFICE TRUST, INC.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND


 


This Certifies that


 


is the record holder of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF


 


MPG Office Trust, 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 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:


     AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


	  
	
TRANSFER AGENT AND REGISTRAR,


	  	  
	
By:

	  
	  	  	
AUTHORIZED SIGNATURE







 


[MPG OFFICE TRUST, INC. CORPORATE SEAL]


 



	  	  	  	  	  
	  	  	  
	
/s/ Nelson C. Rising

	
  

	  	
  

	
/s/ Jonathan L. Abrams


	
PRESIDENT AND CEO

	
  

	  	
  

	
SECRETARY







 







 



 






  





  











  











CLASSES OF STOCK 

   


THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS AND SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.







RESTRICTION ON OWNERSHIP AND TRANSFER


   




THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF COMMON STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.


 


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 Act


	  	 	  	  	
survivorship and not as tenants 


in common

	  	  	  
	  	 	  	  	  	  	  	
(State)


	  	 	  	  	  	  	  	  	  	  
	  	 	  	  	  	  	
UNIF TRF MIN ACT –

	  	
Custodian (until age ___)

	  
	  	 	  	  	  	  	  	
(Cust)

	  	  
	  	 	  	  	  	  	  	  	  	  
	  	 	  	  	  	  	  	  	
under Uniform Transfers to Minors Act


	  	 	  	  	  	  	  	
(Minor)

	  	  
	  	 	  	  	  	  	  	  
	  	 	  	  	  	  	  	
(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


 


	
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 

	  
	  	  	
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) 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.