FAIRFIELD COUNTY BANK CORP. ORGANIZED UNDER THE LAWS OF THE UNITEDSTATES

EX-4.1 6 dex41.htm EXHIBIT 4.1 Exhibit 4.1

Exhibit 4.1

 

COMMON STOCK

   COMMON STOCK

CERTIFICATE NO.         

            SHARES
   See reverse side for certain definitions
  

 

CUSIP                     

FAIRFIELD COUNTY BANK CORP.

ORGANIZED UNDER THE LAWS OF THE UNITED STATES

THIS CERTIFIES THAT:

[SPECIMEN]

is the owner of:

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $0.01 PAR VALUE

PER SHARE OF FAIRFIELD COUNTY BANK CORP.

The shares represented by this certificate are transferable only on the stock transfer books of Fairfield County Bank Corp. (the “Company”) by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Charter of the Company and any amendments thereto (copies of which are on file with the Corporate Secretary of the Company), to all of which provisions the holder by acceptance hereof, assents. This certificate is not valid until countersigned and registered by the Company’s Transfer Agent and Registrar.

The shares are not a deposit account and are not federally insured or guaranteed by the Federal Deposit Insurance Corporation.

IN WITNESS WHEREOF, FAIRFIELD COUNTY BANK CORP. has caused this certificate to be executed by the signatures of its duly authorized officers and has caused its corporate seal to be hereunto affixed.

 

Dated:                     

   [SEAL]                 

 

 

 

Chief Executive Officer

    

 

Corporate Secretary


The shares represented by this Certificate are subject to a limitation contained in the Company’s Charter to the effect that for a period of five years from the date of the initial issuance of securities in no event shall any person, other than Fairfield County Bank, MHC, directly or indirectly, offer to acquire or acquire the beneficial ownership of more than 10% of the outstanding shares of common stock. Shares beneficially owned in excess of this limitation shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares.

The Board of Directors of the Company is authorized by resolution(s), from time to time adopted, to provide for the issuance of serial preferred stock in series and to fix and state the voting powers, designations, preferences and relative, participating, optional, or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The Company will furnish to any shareholder upon request and without charge a full description of each class of stock and any series thereof.

The shares represented by this Certificate may not be cumulatively voted on any matter.

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 GIFTS MIN ACT -              custodian             
                                            (Cust)                  (Minor)
  under Uniform Gifts to Minors Act             
                                                              (State)

TEN ENT - as tenants by the entireties

  UNIF TRF MIN ACT -              custodian (until age     )
                                            (Cust)                                           
               under Uniform Transfers to Minors Act             

JT TEN - as joint tenants with right of

 survivorship and not as tenants in common

  (Minor)                                                                    (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 IDENTIFICATION NUMBER OF ASSIGNEE

 

 

 

Please print or typewrite name and address including postal zip code of assignee.

                     shares of the common stock represented by this 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 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