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EXHIBIT 4.3
[CRI] [group of people standing around world globe]
CLASS A COMMON STOCK CLASS A COMMON STOCK
PAR VALUE $1.00 CUSIP 224051 10 2
SEE REVERSE FOR CERTAIN DEFINITIONS
Cox Radio, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This is to Certify that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR VALUE
$1.00 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 Certificate 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.
Dated:
Attest: [ Corporate seal of
Cox Radio, Inc. ]
/s/ Andrew A. Merdek /s/ Robert F. Neil
Secretary President and Chief Executive Officer
countersigned and registered:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
by /s/ Joseph Spadaford
TRANSFER AGENT
AND REGISTRAR
AUTHORIZED OFFICER
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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
TEN ENT -- as tenants by the entireties
JT WROS -- 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 postal zip code of
assignee)
___________________________________________________________________________
____________________________________________________________ Shares of the
Class A Common 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, _______________ _____________________________________________
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, stockholders, savings and loan
associations and credit unions with membership in
an approved signature guarantee medallion
program), pursuant to SEC Rule 17 Ad-15.
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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
corperations subject thereto, particularly with respect to alien persons. The
right is reserved to refuse in 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:___________________ __________________________________
Signature of Applicant