Exhibit 4.3
NUMBER SHARES
AWR
[Logo]
Arch Wireless, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA OR NEW YORK, NY
RESTRICTED SECURITITES - SEE REVERSE SIDE
COMMON STOCK CUSIP 039392 20 4
PAR VALUE $0.01 SEE REVERSE FOR CERTAIN DEFINITIONS
OR OTHER LEGENDS
THIS CERTIFIES that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
ARCH WIRELESS, INC. (hereinafter referred to as 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 and the shares represented hereby are subject to the laws of the
State of Delaware and to the Restated Certificate of Incorporation and Bylaws of
the Corporation, as amended from time to time (copies of which are on file with
the Corporation). This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
/s/ Gerald J. Cimmino [Seal] /s/ C.E. Baker, Jr.
Vice President and Treasurer Chairman and Chief
Executive Officer
COUNTERSIGNED AND REGISTERED:
EquiServe Trust Company, N.A.
TRANSFER AGENT AND REGISTRAR,
BY
/s/ Charles V. Rossi
Authorized Signature.
<PAGE>
ARCH WIRELESS, INC.
The Corporation has more than one class of stock authorized to be issued.
The Corporation will furnish without charge to each stockholder, upon written
request, a copy of the full text of the preferences, voting powers,
qualifications and special and relative rights of the shares of each class of
stock (and any series thereof) authorized to be issued by the Corporation as set
forth in the Restated Certificate of Incorporation and amendments thereof.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Arch Wireless, Inc., f/k/a
Arch Communications Group, Inc. (the "Corporation") and The Bank of New York
(the "Rights Agent") dated as of October 13, 1995, as amended (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal offices of the Corporation. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Corporation will mail to the holder of this certificate a copy
of the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, may
become null and void.
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:
<TABLE>
<CAPTION>
<S> <C>
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 under Uniform Gifts to Minors
survivorship and not as tenants Act __________
in common (State)
</TABLE>
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 ZIP CODE OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
_____________________________________________________________________ Shares
of the 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, ____________________
_______________________________________
(The signature to this assignment must
correspond with the name as written upon
the face of this Certificate in every
particular, without alteration or
enlargement or any change whatever.)
Signature(s) Guaranteed: ____________________________________________
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 17Ad-15.
The shares represented by this certificate may not be sold, transferred or
otherwise disposed of in the absence of an effective registration statement
under the Securities Act of 1933, as amended, or an opinion of counsel
satisfactory to the corporation to the effect that such registration is not
required.
