|
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
UNIF GIFT MIN ACT — . . . . . . . . . Custodian . . . . . . . .
TEN ENT — as tenants by the entireties
(Cust)
(Minor)
JT TEN — as joint tenants with right
under Uniform Gifts to Minors
of survivorship and not as tenants in common
Act . . . . . . . . . . . . . . .
(State)
UNIF TRF MIN ACT — . . . . . . . . . .Custodian (until age. . . . .)
(Cust)
. . . . . . . . . .under Uniform Transfers
(Minor)
to Minors Act . . . . . . . . . . . .
(State)
Additional
abbreviations may also be used though not in the above list.
SOUTHWEST GAS CORPORATION
The
total number of authorized shares of capital stock of the Southwest Gas Corporation
(“Company”) is 52,000,000 divided into three classes consisting of 5,000,000
shares of Preferred Stock without par value; 2,000,000 shares of Preference
Stock, $20 par value; and 45,000,000 shares of Common Stock, $1 par value.
Except as
otherwise provided by law, Preferred
Stock may be issued from time to time, in
one or more series, and the Board of Directors of the Company is authorized to fix or
alter the rights, preferences, privileges and restrictions granted to or imposed upon any such series.
Except as otherwise provided by law, the Preference Stock may be issued from time to time, in one
or more series and the Board of Directors of the Company is authorized to fix or alter the dividend rights,
dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price or prices,
and the liquidation preferences of any wholly unissued series, together with the
designation of any such series and the number of shares which shall constitute any such
unissued series, and to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any such series subsequent to the issue
of that series. All such classes are senior to the Common Stock.
Dividend Rights
The
holders of the Common Stock are entitled to receive such dividend as may be declared by
the Board of Directors, subject to the rights of the holders of outstanding shares of
Preferred Stock.
Voting Rights
Subject
to the voting rights of the respective
holders of Preferred Stock and Preference Stock from time to
time outstanding, if any, holders of the Common Stock are
entitled to one vote for each share in the election of directors and in all other
corporate matters where separate voting by classes is not required by law. Under
California law, the holders of Common Stock are entitled to cumulate the votes in
electing directors.
Liquidation Rights
In
the event of any liquidation, dissolution or winding up of the Company, or any reduction
or decrease of its capital stock resulting in a distribution of assets to the holders of
its Common Stock, the holders of Common Stock are entitled to receive pro rata, according
to the number of shares held by each, all assets of the Company distributable to
stockholders, but only after payment of all debt and payment to the holders of the
Preferred Stock and Preference Stock of the full preferential
amounts fixed for all outstanding shares of such stock, if any.
Miscellaneous
The
Restated Articles of Incorporation of the Company, as amended, authorize the directors to
designate series within the Common Stock class. Under these provisions, the directors
might authorize a series of Common Stock having a dividend rate higher than the dividend
rate on shares of Common Stock outstanding at the time such series is created and the
shares thereof issued. Shares of any such series would have no preference as to the
payment of dividends, except as to the amount thereof. The Common Stock has no conversion,
subscription or preemptive rights and is not subject to redemption, call or assessment.
A
complete statement of the rights, preferences, privileges and restrictions granted to or
imposed upon the respective classes of shares and upon the holders thereof as established
by the Articles of Incorporation, as amended, may be obtained upon request and without
charge by writing to Corporate Secretary, Southwest Gas Corporation, Post Office Box
98511, Las Vegas, Nevada 89193-8511.
FOR
VALUE RECEIVED __________________________________________________________hereby sell, assign and transfer
unto
PLEASE
SHOW ASSIGNEE’S SOCIAL SECURITY OR
OTHER TAXPAYER IDENTIFYING NUMBER
———————————————————————————
———————————————————————————————————————————————————————————————————————
———————————————————————————————————————————————————————————————————————
___________________________________________________________________________________________________________Shares
of 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:
____________________________
|
