EX-4.2: FORM OF CLASS B COMMON STOCK CERTIFICATE

EX-4.2 3 y10746a3exv4w2.txt EX-4.2: FORM OF CLASS B COMMON STOCK CERTIFICATE Exhibit 4.2 [SPECIMEN OF STOCK CERTIFICATE REPRESENTING CLASS B COMMON STOCK] [Front] [EMSC Logo] EMERGENCY MEDICAL SERVICES CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE NUMBER SHARES CLB CLASS B CLASS B COMMON STOCK COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN NORTH CAROLINA CUSIP This certifies that SEE REVERSE FOR CERTAIN DEFINITIONS is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK, PAR VALUE OF ONE CENT ($.01) EACH OF Emergency Medical Services Corporation transferable on the books of the Corporation by the holder hereof in person or by 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: [EMERGENCY MEDICAL SERVICES CORPORATION CORPORATE SEAL 2004 DELAWARE] /s/ TODD G. ZIMMERMAN /s/ WILLIAM A. SANGER SECRETARY CHAIRMAN OF THE BOARD COUNTERSIGNED AND REGISTERED WACHOVIA BANK, N.A. BY TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE [reverse] EMERGENCY MEDICAL SERVICES CORPORATION THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS ON SUCH PREFERENCES AND/OR RIGHTS. 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_________ (Cust) (Minor) TEN ENT-as tenants by the entireties JT TEN -as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants in common Act for____________________ (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 GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.