exv4w2



 





EXHIBIT 4.2








	COPYRIGHT. 1930. BY
DWIGHT & M. H. JACKSON
CHICAGO
PATENT PENDING




	JT 1334
S-4




	INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE




	NUMBER
SHARES




	Class B Common Stock




	CLEAR CHANNEL OUTDOOR HOLDINGS, INC.




	AUTHORIZED CAPITAL SHARES $.01 PAR VALUE
This Certifies That SPECIMEN is the Owner of ___fully paid and non-assessable




	SHARES OF THE CAPITAL STOCK OF Clear Channel Outdoor Holdings, Inc. transferable on the books of the Corporation in
person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.




	In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers
and sealed with the Seal of the Corporation.




	This ___day




	of ___A.D. ___




	SECRETARY




	PRESIDENT




	(c) DWIGHT & M.H. JACKSON
205 W. RANDOLPH STREET




	DIV. OF




	CORPORATION SUPPLY CO.
CHICAGO, ILLINOIS 60606




	SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER





 









 




For Value Received, ___hereby sell, assign and transfer unto                                                                                                      Shares represented
by the within Certificate, and do hereby irrevocably constitute and appoint                                                              Attorney to transfer the said
Shares on the books of the within named Corporation with full power of substitution in the premises.




	 	 	 	 	 
	Dated
	 	 	 	 
	 

	 	 	 	 
	 

	 	In Presence of	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 





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.




THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE
SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE CORPORATION OF AN OPINION
OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR
TRANSFER.



THE SHARES OF CLASS B COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED TO ANY
PERSON OR ENTITY IN CONNECTION WITH A TRANSACTION THAT IS NOT A “PERMITTED TRANSFER,” AS SUCH TERM
IS DEFINED IN SECTION 3, PARAGRAPH (7)(C) OF ARTICLE IV OF THE CERTIFICATE OF INCORPORATION OF
THIS CORPORATION. NO PERSON OR ENTITY WHO RECEIVES SUCH SHARES IN CONNECTION WITH A TRANSFER
(OTHER THAN SUCH A “PERMITTED TRANSFER”) IS ENTITLED TO OWN OR TO BE REGISTERED AS THE RECORD
HOLDER OF SUCH SHARES OF CLASS B COMMON STOCK, BUT THE RECORD HOLDER OF THIS CERTIFICATE MAY AT
SUCH TIME AND IN THE MANNER SET FORTH IN SECTION 3, PARAGRAPH (6)(A) OF ARTICLE IV OF THE
CERTIFICATE OF INCORPORATION CONVERT SUCH SHARES OF CLASS B COMMON STOCK INTO THE SAME NUMBER OF
SHARES OF CLASS A COMMON STOCK FOR PURPOSES OF EFFECTING THE SALE OR OTHER DISPOSITION OF SUCH
SHARES OF CLASS A COMMON STOCK TO ANY PERSON OR ENTITY. EACH HOLDER OF THIS CERTIFICATE, BY
ACCEPTING THE SAME, ACCEPTS AND AGREES TO ALL OF THE FOREGOING.



	 	 	 
	 	
THIS SPACE IS NOT TO BE


COVERED IN ANY WAY