Attached files
file | filename |
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S-1 - FORM S-1 - Alon USA Energy, Inc. | d75601sv1.htm |
EX-4.4 - EX-4.4 - Alon USA Energy, Inc. | d75601exv4w4.htm |
EX-4.3 - EX-4.3 - Alon USA Energy, Inc. | d75601exv4w3.htm |
EX-99.2 - EX-99.2 - Alon USA Energy, Inc. | d75601exv99w2.htm |
EX-99.6 - EX-99.6 - Alon USA Energy, Inc. | d75601exv99w6.htm |
EX-21.1 - EX-21.1 - Alon USA Energy, Inc. | d75601exv21w1.htm |
EX-99.5 - EX-99.5 - Alon USA Energy, Inc. | d75601exv99w5.htm |
EX-99.4 - EX-99.4 - Alon USA Energy, Inc. | d75601exv99w4.htm |
EX-99.7 - EX-99.7 - Alon USA Energy, Inc. | d75601exv99w7.htm |
EX-99.3 - EX-99.3 - Alon USA Energy, Inc. | d75601exv99w3.htm |
EX-24.1 - EX-24.1 - Alon USA Energy, Inc. | d75601exv24w1.htm |
EX-12.1 - EX-12.1 - Alon USA Energy, Inc. | d75601exv12w1.htm |
EX-23.1 - EX-23.1 - Alon USA Energy, Inc. | d75601exv23w1.htm |
EX-99.1 - EX-99.1 - Alon USA Energy, Inc. | d75601exv99w1.htm |
Exhibit 4.5
SPECIMEN 8.75% SERIES A CONVERTIBLE PREFERRED STOCK CERTIFICATE
Certificate No.:
|
Number of Shares: | |||
CUSIP NO.: |
SEE REVERSE FOR STATEMENTS RELATING TO THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, IF
ANY.
ALON USA ENERGY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Certifies that is the record holder of
shares of
fully paid and non-assessable 8.75% Series A Convertible Preferred Stock, par value $0.01 per
share, of
Alon USA Energy, 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:
[ALON USA ENERGY, | ||||
INC. CORPORATE SEAL 2000 DELAWARE] |
||||
Secretary | Chairman |
COUNTERSIGNED AND REGISTERED: | ||||
THE BANK OF NEW YORK MELLON | ||||
Transfer Agent and Registrar | ||||
BY:
|
|
ALON USA ENERGY, INC.
A STATEMENT OF THE POWERS, DESIGNATIONS PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF THE 8.75% SERIES A CONVERTIBLE PREFERRED STOCK AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS ARE SET FORTH IN THE CERTIFICATE OF
INCORPORATION, AS MAY BE AMENDED OR RESTATED, OF ALON USA ENERGY, INC. (THE CORPORATION) AND THE
CERTIFICATE OF DESIGNATIONS, EACH OF WHICH ARE ON FILE WITH THE OFFICE OF THE SECRETARY OF STATE OF
THE STATE OF DELAWARE AND MAY BE OBTAINED BY THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT
CHARGE FROM THE SECRETARY AT THE PRINCIPAL OFFICE OF THE CORPORATION.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE REDEEMABLE BY THE CORPORATION AT ITS OPTION ON OR
AFTER THE THIRD ANNIVERSARY OF THE DATE OF ISSUANCE HEREOF UPON THE HAPPENING OF CERTAIN
CIRCUMSTANCES. THE HOLDERS OF THE SHARES REPRESENTED BY THIS CERTIFICATE GENERALLY HAVE LIMITED
VOTING RIGHTS. FOR SO LONG AS THE SHARES REPRESENTED BY THIS CERTIFICATE ARE OUTSTANDING, THE
SHARES ARE CONVERTIBLE INTO SHARES OF THE CORPORATIONS COMMON STOCK AT ANY TIME UPON THE OPTION OF
THE HOLDER OR, AFTER THE THIRD ANNIVERSARY OF THE DATE OF ISSUANCE HEREOF, AT THE OPTION OF THE
CORPORATION, EACH IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THE CERTIFICATE OF DESIGNATIONS, A
COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE FROM THE
SECRETARY AT THE PRINCIPAL OFFICE OF THE CORPORATION.
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 THE RIGHT OF SURVIVORSHIP | ||||||
AND NOT AS TENANTS IN COMMON | ||||||||
UNIF GIFT MIN ACT
|
| CUSTODIAN | ||||||
(CUST) | (MINOR) |
UNDER UNIFORM GIFTS TO MINORS | ||||||||
ACT |
|
|||||||
(STATE) |
UNIF TRF MIN ACT
|
| CUSTODIAN (UNTIL AGE ) | ||||||||
(CUST) | (MINOR) |
UNDER UNIFORM TRANSFERS TO MINORS | ||||||||
ACT |
|
|||||||
(STATE) |
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.
THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF STOCK AND DIFFERENT SERIES WITHIN A
CLASS. THE CORPORATION WILL FURNISH TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST
INFORMATION CONCERNING THE POWERS, DESIGNATIONS, PREFERENCES, RELATIVE RIGHTS, LIMITATIONS AND
RESTRICTIONS APPLICABLE TO EACH CLASS OR SERIES.
FOR VALUE RECEIVED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
THE SHARES REPRESENTED BY THIS CERTIFICATE AND DOES HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT , ATTORNEY TO TRANSFER SAID SHARES ON THE SHARE
REGISTER OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED:
IN PRESENCE OF:
(WITNESS)
|
(STOCKHOLDER) | |
(STOCKHOLDER) |
NOTICE: THE SIGNATURES ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE
OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATSOEVER.