Form of Specimen Ordinary Share Certificate

EX-4.2 5 t1702847_ex4-2.htm EXHIBIT 4.2

 

Exhibit 4.2

 

NUMBER
C SHARES
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP [●]

 

ONE MADISON CORPORATION
INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
[CLASS A] [Class C] ORDINARY SHARE

 

This Certifies that __________________ is the owner of _______.

 

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE [CLASS A] [CLASS C] ORDINARY SHARES OF

 

ONE MADISON CORPORATION
(THE “COMPANY”)

 

transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

The Company will be forced to redeem all of its Class A Ordinary Shares if it is unable to complete a business combination by the date set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, all as more fully described in the Company’s final prospectus dated ________________.

 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Company and the facsimile signatures of its duly authorized officers.

 

    [Corporate Seal]    
Secretary   Cayman Islands   President

 

 

 

 

One Madison Corporation

 

The Company will furnish without charge to each shareholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of equity or series thereof of the Company 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 Amended and Restated Memorandum and Articles of Association of the Company and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), 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 UNIF GIFT MIN ACT— _________ Custodian _________
      (Cust)                                 (Minor)
TEN ENT —   as tenants by the entireties   Under Uniform Gifts to Minors
JT TEN —   as joint tenants with right of survivorship and not as tenants in common    

 

Additional abbreviations may also be used though not in the above list.

 

For value received, ________ hereby sells, assigns and transfers unto

 

 
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S))
 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))
 
 
 
[Class A] [Class C] Ordinary Shares represented by the within Certificate, and do hereby irrevocably constitutes and appoints
 

Attorney to transfer the said [Class A] [Class C] Ordinary Shares on the books of the within named Company with full power of substitution in the premises.

 

Dated:

 

NOTICE: THE SIGNATURE(S) 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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).

 

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In each case, as more fully described in the Company’s final prospectus dated ________________, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with its initial public offering only (i) in the event that the Company redeems the Class A Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within 24 months from the closing of its initial public offering or (ii) if the holder(s) (who is not a director or officer of the Company and was not a shareholder of the Company immediately prior to the closing of its initial public offering) seek(s) to redeem for cash his, her or its respective Class A Ordinary Shares in connection with (A) an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company's obligation to redeem 100% of the Class A Ordinary Shares if it does not consummate an initial business combination within 24 months from the closing of its initial public offering, or (B) a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.

 

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