Form of Specimen Class A Common Stock Certificate

Contract Categories: Business Finance - Stock Agreements
EX-4.2 8 d30832dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

 

NUMBER   
C-            SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP             

PERIPHAS CAPITAL PARTNERING CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK

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 COMMON STOCK OF

PERIPHAS CAPITAL PARTNERING CORPORATION

(THE “CORPORATION”)

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

The Corporation will be forced to redeem all of its shares of Class A common stock if it is unable to complete a partnering transaction within the period set forth in the Corporation’s amended and restated certificate of incorporation, as the same may be amended from time to time, as more fully described in the Corporation’s prospectus dated                     , 2020.

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:  

 

 

Chief Executive Officer    [Corporate Seal]    Chief Financial Officer
   Delaware   

 

      

 

PERIPHAS CAPITAL PARTNERING CORPORATION

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 Corporation’s amended and restated certificate of incorporation, as the same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of securities (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    UNIF GIFT
MIN ACT		    —       Custodian   
              

 

      

 

TEN ENT    —    as tenants by the entireties          (Cust)       (Minor)
JT TEN    —    as joint tenants with right of survivorship and not as tenants in common          under Uniform Gifts to Minors Act
              

 

               (State)

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(S) OF ASSIGNEE(S))

 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

 

Shares of the capital stock represented by the within Certificate, and does 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:  

 

    
     

 

      Shareholder

 

 

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 (OR ANY SUCCESSOR RULE).

In each case, as more fully described in the Corporation’s final prospectus dated                    , 2020, 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 the Corporation’s initial public offering only in the event that (i) the Corporation redeems the shares of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial partnering transaction within the period set forth in the Corporation’s amended and restated certificate of incorporation, as the same may be amended from time to time (ii) the Corporation redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Corporation’s amended and restated certificate of incorporation to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial partnering transaction within the period set forth in the Corporation’s amended and restated certificate of incorporation, as the same may be amended from time to time, or with respect to any other provisions relating to the rights of holders of Class A common stock or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with a tender offer (or proxy solicitation, solely in the event the Corporation seeks stockholder approval of the proposed initial partnering transaction) setting forth the details of a proposed initial partnering transaction. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.