Description of First BanCorp. capital stock

Contract Categories: Business Finance - Stock Agreements
EX-4.1 2 exhibit41.htm EX-4.1 exhibit41
 
 
 
 
 
 
 
 
1
EXHIBIT
 
4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
First
 
BanCorp.
 
(the
 
“Corporation,”
 
“we,”
 
or
 
“our”)
 
has
 
authorized
 
capital
 
stock
 
consisting
 
of
 
2,000,000,000
 
shares
 
of
 
common
stock,
 
par
 
value
 
$0.10
 
per
 
share
 
(the
 
“Common
 
Stock”)
 
and
 
50,000,000 shares
 
of
 
preferred
 
stock,
 
par
 
value
 
$1.00
 
per
 
share
 
(the
“Preferred
 
Stock”). The
 
Corporation has
 
outstanding one
 
class of
 
Common Stock
 
registered pursuant
 
to Section
 
12 of
 
the Securities
Exchange Act
 
of 1934,
 
as amended.
 
The following
 
summary describes
 
the rights
 
of holders of
 
our Common
 
Stock as set
 
forth in
 
our
Restated Articles of
 
Incorporation (the
 
“Articles of Incorporation”),
 
and our Amended
 
and Restated By-laws
 
(the “By-laws”), each
 
of
which is filed as an exhibit
 
to the Annual Report on Form 10-K
 
of which this exhibit is a part.
 
Holders of our Common Stock have
 
the
rights
 
set
 
forth
 
in
 
Puerto
 
Rico
 
law,
 
except
 
as
 
otherwise
 
provided
 
in
 
the
 
Articles
 
of
 
Incorporation
 
and
 
the
 
By-laws.
 
The
 
following
summary does
 
not purport
 
to be
 
complete and
 
is subject
 
to and
 
qualified in
 
its entirety
 
by reference
 
to the
 
Articles of
 
Incorporation,
the By-laws and the applicable provisions of the General Corporations
 
Act of Puerto Rico.
 
Common Stock
 
Dividends
Holders
 
of
 
our
 
Common
 
Stock
 
are
 
entitled
 
to
 
receive
 
dividends
 
only
 
if,
 
when
 
and
 
as
 
declared
 
by
 
our
 
Board
 
of
 
Directors
 
out
 
of
funds
 
legally
 
available
 
for
 
the payment
 
of dividends,
 
subject to
 
certain
 
restrictions
 
imposed
 
by
 
applicable
 
laws and
 
the
 
preferential
dividend rights of any Preferred Stock then outstanding.
Ranking
The
 
Common
 
Stock
 
ranks
 
junior
 
with
 
respect
 
to
 
dividend
 
rights
 
and
 
rights
 
upon
 
liquidation,
 
dissolution
 
or
 
winding-up
 
of
 
the
Corporation to all other securities and indebtedness of the Corporation.
Voting
 
Rights
Holders of shares of
 
our Common Stock are entitled
 
to one vote per share
 
on all matters voted on
 
by our stockholders. There
 
are no
cumulative voting
 
rights for
 
the election
 
of directors.
 
Except as
 
otherwise provided
 
by the Articles
 
of Incorporation
 
and the
 
By-laws,
the vote
 
required
 
to take
 
action is
 
a majority
 
of the
 
votes of
 
the stockholders
 
represented
 
in person
 
or by
 
proxy
 
at a
 
meeting
 
of the
Corporation’s stockholders
 
and entitled to vote.
 
Except
 
as
 
otherwise
 
permitted
 
by
 
the
 
Articles
 
of
 
Incorporation,
 
the
 
prior
 
affirmative
 
vote
 
at
 
a
 
meeting
 
of
 
the
 
Corporation’s
stockholders
 
of:
 
(a)
 
the
 
holders
 
of
 
not
 
less
 
than
 
seventy-five
 
(75%) of
 
the
 
outstanding
 
Voting
 
Shares
 
(as
 
defined
 
in
 
the
 
Articles
 
of
Incorporation),
 
voting
 
separately
 
as
 
a
 
class,
 
and
 
(b)
 
an
 
Independent
 
Majority
 
of
 
Stockholders
 
(as
 
defined
 
in
 
the
 
Articles
 
of
Incorporation),
 
is
 
required
 
to
 
approve
 
a
 
business
 
combination,
 
which
 
includes,
 
but
 
is
 
not
 
limited
 
to,
 
the
 
sale
 
or
 
purchase
 
of
 
all
 
or
substantially
 
all
 
of
 
the
 
Corporation’s
 
or
 
any
 
of
 
its
 
subsidiaries’
 
assets
 
or
 
business,
 
as
 
well
 
as
 
transactions
 
with
 
any
 
Affiliate
 
or
 
a
Related Person (each as defined in the Articles of Incorporation).
 
At a meeting of the Corporation’s
 
stockholders called expressly for that purpose, directors
 
may only be removed for cause by a vote
of seventy-five (75%) of the shares then entitled to vote at an election of directors.
 
Other Rights and Preferences
The Common
 
Stock has
 
no redemption,
 
preemption or
 
sinking fund
 
privileges. The
 
shares of
 
Common Stock
 
are not
 
convertible
into other securities.
Advance Notice Requirements
 
Under
 
the
 
By-laws,
 
if
 
a
 
stockholder
 
of
 
the
 
Corporation
 
seeks
 
to
 
propose
 
a
 
nominee
 
for
 
director
 
for
 
consideration
 
at
 
the
 
annual
meeting of stockholders, written notice must be received by the Corporate
 
Secretary of the Corporation at least thirty (30) days prior to
the date of the annual meeting of stockholders.
 
Preferred Stock
 
The Articles of Incorporation
 
authorize the issuance
 
of preferred stock,
 
in one or more series,
 
which may be
 
issued by our Board
 
of
Directors without
 
stockholder approval,
 
and may contain
 
such voting powers,
 
liquidation, preferences,
 
qualifications, and other
 
rights
thereof, as shall be expressed in resolution or resolutions of the Board of Directors.