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FORM OF WARRANT

Warrant Agreement

FORM OF WARRANT | Document Parties: CMP SUSQUEHANNA RADIO HOLDINGS CORP. You are currently viewing:
This Warrant Agreement involves

CMP SUSQUEHANNA RADIO HOLDINGS CORP.

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Title: FORM OF WARRANT
Governing Law: Delaware     Date: 4/1/2009

FORM OF WARRANT, Parties: cmp susquehanna radio holdings corp.
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Exhibit 4.2

 

FORM OF WARRANT

 

VOID AFTER 5 P.M. EASTERN STANDARD TIME ON                      , 2019

 

FORM OF WARRANT

 

PAR VALUE $0.01

 

WARRANTS TO PURCHASE COMMON STOCK

 

THIS CERTIFICATE IS TRANSFERABLE IN
CANTON, MA AND JERSEY CITY, NJ

 

 

 

 

 

Certificate

 

 

 

Warrants

Number

 

 

 

[                      ]

[                      ]

 

CMP SUSQUEHANNA RADIO HOLDINGS CORP

 

[                      ]

 

 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

 

THIS CERTIFIES THAT

 

[                                          ]

 

CUSIP [                      ]

 

 

 

 

SEE REVERSE FOR CERTAIN DEFINITIONS

or registered assigns, is

 

[                                          ]

 

 

the registered holder of

 

 

 

 

a Warrant to purchase the number of shares of the Common Stock, par value $0.01 per share (“Common Stock”), of CMP Susquehanna Radio Holdings Corp., a corporation incorporated under the laws of the State of Delaware (the “Company”), set forth above, subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, dated                      2009 (the “Warrant Agreement”), between the Company and Computershare Shareholder Services, Inc., a Delaware corporation (the “Warrant Agent”). The Warrant may be exercised at any time before the close of business on                      2019 (the “Expiration Date”) upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in Canton, Massachusetts, of the Warrant Agent or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. The number and kind of securities or other property for which the Warrant is exercisable are subject to stock splits, stock dividends, etc. of the Common Stock or reclassification, reorganization, merger or consolidation of the Company. The Warrant, or any portion thereof, not theretofore exercised will expire on the Expiration Date.

This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and Immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305, Attention: Chief Financial Officer

The Company shall not be required upon the exercise of the Warrant evidenced by this Warrants Certificate to issue fractions of Common Stock or other securities, but shall make adjustment therefore in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement.

This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of shares of Common Stock issuable upon exercise of the Warrant(s) as the Warrant Certificate(s) so surrendered. If the Warrant evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of shares of Common Stock issuable upon the exercise of the portion of the Warrant not so exercised

Holders of Warrants (in their capacities as such) will not have the right to vote on matters submitted to stockholders by the Company, to receive dividends in respect of the capital stock of the Company or to share in the Company’s assets in the event of liquidation, dissolution or winding up of the Company. In the event a bankruptcy or reorganization is commenced by or against the Company, a bankruptcy court may hold that unexercised Warrants are executory contracts that may be subject to rejection by the Company with approval of the bankruptcy court, and the holders of Warrants may, even if sufficient funds are available, receive nothing or a l


 
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