EX-4.2 SPECIMEN COMMON STOCK CERTIFICATE

Contract Categories: Business Finance - Stock Agreements
EX-4.2 5 g02502exv4w2.htm EX-4.2 SPECIMEN COMMON STOCK CERTIFICATE EX-4.2 SPECIMEN COMMON STOCK CERTIFICATE
 

Exhibit 4.2
[Founders’ Common Stock and Co-Investment Common Stock Legend
THE SECURITIES REPRESENTED BY THIS SHARE CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS, OR AN EXEMPTION FROM REGISTRATION THEREFROM.
THE SECURITIES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH IN THE LETTER AGREEMENT DATED AS OF                , 2006, BY AND BETWEEN THE HOLDER AND CITIGROUP GLOBAL MARKETS INC. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.]
SPECIMEN COMMON STOCK CERTIFICATE
NUMBER
                    C
                      SHARES
    CUSIP                     
FREEDOM ACQUISITION HOLDINGS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT                                                            
IS THE OWNER OF                                                             
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
$0.0001 EACH OF THE COMMON STOCK OF
FREEDOM ACQUISITION HOLDINGS, INC.
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.
     Dated:
     
 
   
President   Secretary

 


 

         
 
       
Countersigned and Registered:    
 
       
By:
       
 
       
 
  Continental Stock Transfer &
Trust Company
  Registrar
CORPORATE SEAL
2006
DELAWARE
FREEDOM ACQUISITION HOLDINGS, INC.

 


 

     The Corporation will furnish without charge to each stockholder who so requests 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 of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Common Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.
     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 right of survivorship and not as tenants in common
                     
UNIF GIFT MIN ACT -
          Custodian        
                 
    (Cust)
      (Minor)    
    under Uniform Gifts to Minors    
 
  Act                
             
        (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 will 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).
The holder of this certificate shall be entitled to receive funds from the trust fund only in the event of the Corporation’s liquidation or if the holder seeks to convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Corporation. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.