FORM OF SUBSCRIPTION RIGHTS CERTIFICATE

Contract Categories: Business Finance - Subscription Agreements
EX-4.4 2 dex44.htm FORM OF SUBSCRIPTION RIGHTS CERTIFICATE Form of Subscription Rights Certificate

Exhibit 4.4

FORM OF

SUBSCRIPTION RIGHTS CERTIFICATE

 

Subscription Rights Certificate Number:   Number of Subscription Rights:                            

Number of Shares of Common Stock for which You May Subscribe under Your Basic Subscription Rights:             

If You Exercise All of Your Basic Subscription Rights, You Will Be Entitled to Exercise an Over-Subscription Privilege, Subject to the Limitations Described in the Company’s Prospectus Dated January [—], 2010 (the “Prospectus”).

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE

PROSPECTUS AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE

PROSPECTUS ARE AVAILABLE UPON REQUEST FROM COMPUTERSHARE TRUST

COMPANY, N.A., AS THE COMPANY’S SUBSCRIPTION AGENT

Incorporated under the laws of the State of Oregon

 

 

 

SUBSCRIPTION RIGHTS CERTIFICATE

 

 

 

Evidencing Non-Transferrable Subscription Rights to Purchase Shares of Common Stock

Subscription Price: $[—] Per Share

VOID IF NOT EXERCISED BEFORE THE EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS)

REGISTERED OWNER:

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferrable subscription rights (“Subscription Rights”) set forth above, each of which gives the owner a basic subscription right that entitles the owner to subscribe for and purchase [—] shares of common stock, no par value per share, of PremierWest Bancorp, an Oregon corporation, on the terms and subject to the conditions set forth in the Prospectus. If all of such basic subscription rights are exercised, such owner will be entitled to exercise an over-subscription privilege, subject to the limitations described in the Prospectus. The Subscription Rights represented by this Subscription Rights Certificate may be exercised by duly completing Section 1 on the reverse side hereof and by returning the full payment of the subscription price for each share of common stock as described on the reverse side hereof. Special delivery instructions may be specified by completing Section 2 on the reverse side hereof. THE SUBSCRIPTION RIGHTS EVIDENCED BY THIS SUBSCRIPTION RIGHTS CERTIFICATE ARE NOT TRANSFERRABLE AND MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED, WITH A SIGNATURE GUARANTEE, IF APPLICABLE. This certificate is governed by the laws of the State of Oregon.

Witness the signature of the duly authorized officers of PremierWest Bancorp.

Dated: [—], 2010

 

 

      

 

James M. Ford, President and       Tom Anderson, Executive Vice President
Chief Executive Officer       Chief Administrative Officer and Secretary

COUNTERSIGNED AND REGISTERED:

COMPUTERSHARE TRUST COMPANY, N.A.

as TRANSFER AGENT AND REGISTRAR

 

By:  

 

 

(Authorized Signature)

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

 

By mail:    By overnight courier:

Computershare

c/o Voluntary Corporate Actions

PremierWest Bancorp Rights Offering

P.O. Box 43011

Providence, RI ###-###-####

   

Computershare

c/o Voluntary Corporate Actions

PremierWest Bancorp Rights Offering

Suite V

250 Royall Street

Canton, MA 02021

Delivery of this Subscription Rights Certificate to an address other than as set forth above does not constitute valid delivery.

 

SECTION 1      SECTION 2

EXERCISE: The undersigned hereby irrevocably exercises one or more Subscription Rights to subscribe for shares of Common Stock as indicated below, on the terms and subject to the conditions specified in the Prospectus.

 

Basic Subscription Rights

     

SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR SUBSCRIPTION RIGHTS HOLDERS.

 

If this Section 2 is left blank, shares will be issued to you as record holder of the Subscription Rights and delivered to your registered address.

I exercise                                rights x                    =                                 

(no. of your rights)                 (ratio)           (total no. of shares)

 

Therefore, I apply for:

      (a) To be completed ONLY if the certificate representing the Common Stock is to be issued in a name other than that of the registered holder. DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.

                               x $                               = $                            

(no. of new shares)    (subscription price)     (amount enclosed)

     

ISSUE COMMON STOCK TO:

 

 

                                                                                                

Over-Subscription Privilege

 

If you exercise all of your Basic Subscription Rights and wish to subscribe for additional shares up to the total number of unsubscribed shares, you may exercise your Over-Subscription Privilege.

     

(Please Print Name)

 

 

 

 

                                                                                                

(Print Full Address)

I apply for:     

                                                                                                

(Taxpayer ID # or Social Security #)

                                     x $                                 = $                                    

(no. of oversubscription    (subscription price)         (add. amt. enclosed)

shares applied for)

 

Total Amount Enclosed:

      (b) To be completed ONLY if the certificate representing the Common Stock is to be sent to an address other than that shown on the front of this Subscription Rights Certificate. DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.

$                                                                         

(sum of basic plus over-subscription amounts)

     

 

                                                                                                

(Please Print Name)

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. I acknowledge and agree that the Company may accept or reject my subscription at any time.     

                                                                                                

(Print Full Address)

 

 

                                                                                                

(Taxpayer ID # or Social Security #)

Signature(s) of Subscriber(s):     

 

THE SIGNATURE(S) MUST CORRESPOND IN EVERY

PARTICULAR, WITHOUT ALTERATION, WITH THE

NAME(S) AS PRINTED ON THIS SUBSCRIPTION RIGHTS CERTIFICATE.

     

GUARANTEE OF SIGNATURE(S):

 

YOU MUST HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO HAVE YOUR SHARES DELIVERED TO AN ADDRESS OTHER THAN YOUR OWN OR TO A SHAREHOLDER OTHER THAN THE REGISTERED HOLDER.

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print).      Your signature must be guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. These generally include (a) a commercial bank or trust company, (b) a member firm of a domestic stock exchange, or (c) a credit union.
Name(s):                                                                                        

 

                                                                                                

(Name of Bank or Firm)

Capacity (Full Title):                                                                    By:                                                                                           

 

Taxpayer ID # or Social Security #:                                     

              (Signature of Officer)
    

FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM