EXHIBIT 4.1
[PICTURE OF PEOPLE STANDING AROUND A GLOBE]
NUMBER SHARES
CRD
ORGANIZED UNDER THE LAWS
OF THE STATE OF DELAWARE
[COX RADIO LOGO] CUSIP 224051 10 2
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE IN
CHARLOTTE, N.C. AND NEW YORK, N.Y.
COX RADIO, INC.
This is to Certify that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR
VALUE $0.33 PER SHARE, OF Cox Radio, Inc. issued under and subject to the
Amended and Restated Certificate of Incorporation of the Corporation (a copy of
which is on file at the office of the Transfer Agent of the Corporation), to
all the terms and conditions of which the said owner by accepting this
Certificate expressly assents and agrees to be bound. The shares represented by
this Certificate are transferable, to the extent permitted by the Amended and
Restated Certificate of Incorporation of the Corporation, on the books of the
Corporation in person or by attorney duly authorized in writing upon surrender
of this Certificate duly endorsed. This Certificates shall not be valid until
countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
[SEAL OF COX RADIO, INC.]
Dated: COUNTERSIGNED AND REGISTERED:
FIRST UNION NATIONAL BANK
(CHARLOTTE, N.C.)
BY: TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
/s/ Andrew Merdek /s/ Robert F. Neil
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Secretary President and
Chief Executive Officer
(REVERSE SIDE OF STOCK CERTIFICATE)
COX RADIO, INC.
The Corporation will furnish to any stockholder upon request and
without charge, a full statement of the designation, relative rights,
preferences and limitations of the shares of each class of stock authorized to
be issued and of each series of preferred stock so far as the same have been
fixed, and the authority of the Board to designate and fix the relative rights,
preferences and limitations of other series of preferred stock.
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 under Uniform Gifts to Minors
of survivorship and not as Act________________________________
tenants in common (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
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Please print or typewrite name and address including postal zip code of assignee
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Shares
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of the Class A Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated,
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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 Guaranteed:
NOTICE: 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 17 Ad-15.
STATUTORY RESTRICTIONS - FEDERAL COMMUNICATIONS ACT. The Corporation and its
subsidiaries and affiliates operate communications properties subject to the
jurisdiction of the Federal Communications Commission under the Communications
Act of 1934, as amended. Said Act and the rules and regulations of said
Commission contain express restrictions on the transfer of stock of
corporations subject thereto, particularly with respect to alien persons. The
right is reserved to refuse to honor any transfer of the stock of the
Corporation which, in the judgment of the Corporation or its Transfer Agent,
would or might constitute a violation of said Act or rules and regulations. As
used in this context, the word "alien" shall be construed to include the
following: a person who is a citizen of a country other than the United States,
any entity organized under the laws of a government other than the government
of the United States or any state, territory or possession of the United
States, a government other than the government of the United States or of any
state, territory or possession of the United States, or a representative of, or
an individual or entity controlled by, any of the foregoing.
APPLICATION FOR TRANSFER OF SHARES
The undersigned (the "Applicant") hereby makes application for the transfer to
the name of the Applicant of the number of shares of stock represented by this
Certificate and hereby certifies to the Corporation that:
The Applicant is _____ is not _____ an alien.
The Applicant will _____ will not _____ hold the shares applied for or any of
them for or on behalf of an alien.
The Applicant hereby agrees that on request of the Corporation, he will
furnish proof in support of this certification.
Date:
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Signature of Applicant