Exhibit 4.2
Form of Class A Common Stock Certificate
- ----------------------------------------
[Front of Certificate]
The shares of Common Stock represented by this certificate may not be
transferred (which term includes, without limitation, the entering into of a
swap or short sale or other arrangement that transfers any of the economic
consequences of ownership of the shares) to any person in connection with a
transfer that does not meet the qualifications and requirements set forth in
paragraphs (7) and (8) of Article Fifth of the Restated Certificate of
Incorporation of this Corporation, and no person who receives the shares
represented by this certificate in connection with a transfer that does not meet
the qualifications and requirements prescribed by paragraphs (7) and (8) of
Article Fifth is entitled to own or to be registered as the record holder of the
shares of Common Stock represented by this certificate. Each holder of this
certificate, by accepting the certificate, accepts and agrees to all of the
foregoing.
Incorporated under the laws of the State of Delaware
Number Shares
A_-___ ______
Class A_-__ Common Stock CUSIP 00763Y ___
See Reverse for Certain Definitions
[AECOM Logo]
AECOM Technology Corporation
This certifies that is the owner of fully paid and non-
assessable shares of class A-__ common stock, par value $.001 per share, of
AECOM Technology Corporation (hereinafter and on the back hereof called the
"Corporation"), 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 signatures of the Corporation's duly authorized
officers.
Dated:
/s/ Stephanie A. Hunter /s/ Richard G. Newman
Secretary Chairman of the Board and Chief
Executive Officer
Countersigned and Registered: [AECOM Corporate Seal]
Mellon Investor Services LLC
Transfer Agent and Registrar
By: /s/
Authorized Signature
[Reverse of Certificate]
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 and the
qualifications, limitations or restrictions of such powers, preferences and/or
rights. Any such requests should be addressed to the Secretary of AECOM
Technology Corporation, 555 S. Flower Street, Los Angeles, California 90071 or
to the Transfer Agent named on the face of this Certificate.
The following abbreviations, when used in the inscription of 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 under Uniform Gifts to
as tenants in common Minors Act _____________
(State)
UNIF TRF MIN ACT -- _____Custodian (until age ____)
(Cust)
______ under Uniform Transfers
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 INDENTIFYING 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 ____________
X ________________________________________
X ________________________________________
NOTICE: The signature(s) to this assignment
must correspond with the name(s) 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.