Overnite Corp – IPO: ‘S-1/A’ on 7/22/98 – EX-4.1

As of:  Wednesday, 7/22/98   ·   Accession #:  950130-98-3632   ·   File #:  333-53169

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 3 to Form S-1/A                          3     18K 
 2: EX-1.1      Form of Underwriting Agreement                        35    110K 
 3: EX-4.1      Specimen of Common Stock Certificate                   2     11K 
 4: EX-5        Opinion of Hunton & Williams Re. Legality              2      9K 
 5: EX-10.1     Form of Bank Credit Facility                          98    323K 
 6: EX-10.2     Stock Compensation Plan                               25     95K 
 7: EX-10.3     Stock Purchase & Indemnification Agreement            24     64K 
 8: EX-10.4     Services Agreement                                    10     27K 
 9: EX-10.5     Tax Allocation Agreement                              49    111K 
10: EX-10.6     Computer & Information Tech. Agreements               69    121K 
11: EX-10.7     Pension Plan Agreement                                 4     12K 

EX-4.1   —   Specimen of Common Stock Certificate

EX-4.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     EXHIBIT 4.1

COMMON STOCK                                                                    
COMMON STOCK                                                                    
OVERNITE CORPORATION                                                            
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA                     
CUSIP 690322 10 2                                                               
SEE REVERSE FOR                                                                 
CERTAIN DEFINITIONS                                                             
THIS CERTIFIES THAT                                                             
is the owner of                                                                 
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF $.01 PAR            
VALUE EACH OF                                                                   
OVERNITE CORPORATION                                                            
transferable on the books of the Corporation by the owner hereof in person or by
duly authorized attorney upon surrender of this certificate                     
properly endorsed.                                                              
      This certificate is not valid unless countersigned by a Transfer Agent and
registered by a Registrar.                                                      
      WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.                                                
Dated:                                                                          
SECRETARY                                                                       
CHIEF EXECUTIVE OFFICER AND PRESIDENT                                           
COUNTERSIGNED AND REGISTERED:                                                   
FIRST UNION NATIONAL BANK                                                       
(Charlotte, N.C.)                                                               
TRANSFER AGENT                                                                  
AND REGISTRAR                                                                   
BY                                                                              

AUTHORIZED SIGNATURE                                                            

EX-4.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
OVERNITE CORPORATION                                                            

    THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST IN WRITING TO
THE OFFICE OF THE CORPORATION IN RICHMOND, VIRGINIA AND WITHOUT CHARGE, A FULL  
STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF  
THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE      
RELATIVE RIGHTS, LIMITATIONS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES  
OF ANY CLASS AUTHORIZED TO BE ISSUED IN SERIES, SO FAR AS THE SAME HAVE BEEN    
FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND    
DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF FUTURE SERIES OR CLASSES.      

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-                                                                        
TEN ENT-                                                                        
JT TEN-                                                                         
as tenants in common                                                            
as tenants by the entireties                                                    
as joint tenants with right of                                                  
survivorship and not as tenants                                                 
in common                                                                       
UNIF GIFT MIN ACTu                         Custodian                            
                                  (Cust)                               (Minor)
under Uniform Gifts to Minors Act 
                                                                       (State)
UNIF TRAN MIN ACTu                    Custodian                                 
                                  (Cust)                               (Minor)

under Uniform Transfers 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 ZIP CODE, OF ASSIGNEE)   
Shares                                                                          
of the capital 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(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.                                                            
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR      
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO   
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.