EX-4.1 2 g66785ex4-1.txt FORM OF COMMON STOCK CERTIFICATE 1 EXHIBIT 4.1 INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF LIBERIA RCL-06880 THIS CERTIFICATE TRANSFERABLE SEE REVERSE FOR CERTAIN DEFINITIONS IN NEW YORK, NEW YORK CUSIP V778OT 10 3 AND CHARLOTTE, NORTH CAROLINA THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER. SEE REVERSE SIDE OF THIS CERTIFICATE ROYAL CARIBBEAN CRUISES LTD. This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.01 EACH OF ROYAL CARIBBEAN CRUISES, LTD. transferable on the books of this Corporation in person or by attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the said Corporation has caused this Certificate to be endorsed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Corporation. [SEAL] DATED /s/ MICHAEL J. SMITH /s/ B. GLUIN -------------------------- ----------------------------- Michael J. Smith B. Gluin Secretary Senior Vice President 2 The Shares represented by this certificate are subject to restrictions on transfer. Unless excepted by the Board of Directors or exempted by the terms of the Articles of Incorporation of Royal Caribbean Cruises Ltd., no Person may (1) Beneficially Own Shares in excess of 4.9% of the outstanding Shares, by value, vote or number, determined as provided in the Articles of Incorporation of Royal Caribbean Cruises Ltd., and computed with regard to all outstanding Shares and, to the extent provided by the Code, all Shares issuable under existing options and exchange rights that have not been exercised; or (2) Transfer Shares which would result in the Corporation being "closely held". Unless so excepted, any acquisition of Shares and continued holding of ownership constitutes a continuous representation of compliance with the above limitations, and any Person who attempts to Beneficially Own Shares in excess of the above limitations has an affirmative obligation to notify the Corporation immediately upon such attempt. If the restrictions on transfer are violated, the transfer will be void ab initio and the Shares represented hereby will be designated and treated as Excess Shares that will be held in trust. Excess Shares may not be transferred at a profit and may be purchased by the Corporation. In addition, certain Beneficial Owners must give written notice as to certain information on demand and on exceeding certain ownership levels. All terms not defined in this legend have the meanings provided in the Articles of Incorporation of Royal Caribbean Cruises Ltd. The Corporation will mail without charge to any requesting shareholder a copy of the Articles of Incorporation, including the express terms of each class and series of the authorized Shares of the Corporation, within five (5) days after receipt by the Secretary of the Corporation of a written request therefor. ROYAL CARIBBEAN CRUISES LTD. The Corporation will furnish without charge to each stockholder who so requests from the Corporation's principal office in Miami, Florida, attn: Corporate Secretary, a statement of the designation, relative rights, preferences and limitations of each class of stock or series thereof and the authority of the board to fix the relative rights, preferences and limitations of preferred stock. -------------------- 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 under Uniform Gift to Minors right of survivorship and Act ___________________________ not as tenants 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 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 shares on the books of the within named Corporation with full power of substitution in the premises. Dated _______________________ X _________________________________ X _________________________________ NOTICE: THE SIGNATURE(S) TO THE 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. 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 GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.