VIST FINANCIAL CORP. INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SERIES A PREFERRED STOCK SERIES A PREFERRED STOCK THIS CERTIFIES that SEE REVERSE FOR CERTAIN DEFINITIONS is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUALPREFERRED STOCK, SERIES A, $.01 PAR VALUE, PER SHARE OF VIST FINANCIAL CORP.
Exhibit 4.1
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VIST FINANCIAL CORP. | ||||
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA | ||||
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SERIES A PREFERRED STOCK |
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| SERIES A PREFERRED STOCK |
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THIS CERTIFIES that |
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| SEE REVERSE FOR |
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is the owner of |
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FULLY PAID AND NON-ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, $.01 PAR VALUE, PER SHARE OF
VIST FINANCIAL CORP.
transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
CERTIFICATE OF STOCK
Dated: |
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SECRETARY |
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| PRESIDENT AND CHIEF EXECUTIVE OFFICER |
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
(NEW YORK, NY)
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
AMERICAN BANK NOTE COMPANY |
| PRODUCTION COORDINATOR: DENISE LITTLE ###-###-#### |
711 ARMSTRONG LANE |
| PROOF OF DECEMBER 10, 2008 |
COLUMBIA, TENNESSEE 38401 |
| VIST FINANCIAL CORP. |
(931) 388-3003 |
| TSB 31623 FC |
SALES: C. SHARKEY ###-###-#### |
| Operator: BA |
/ ETHER 7 / LIVE JOBS / V / 31623 VIST FC |
| NEW |
PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF
Colors Selected for Printing: Logo prints Black. Intaglio prints in SC-13 Red.
COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink.
© SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY 1960
VIST FINANCIAL CORP.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENTARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
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 |
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JT TEN | | as joint tenants with right of |
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| under Uniform Gifts to Minors |
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| survivorship and not as tenants |
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| in common |
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| UNIF TRANS MIN ACT | Custodian |
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| (Cust) (Minor) |
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| under Uniform Transfers to Minors |
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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 |
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IDENTIFYING NUMBER OF ASSIGNEE |
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE) | ||||
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of the preferred stock represented by the within Certificate, and do hereby irrevocably constitute and appoint | ||||
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to transfer the said stock on the books of the within named Company with full power of substitution in the premises. | ||||
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Dated |
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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. |
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SIGNATURE(S) GUARANTEED: |
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| THE SIGNATURE(S) SHOULD BE GUARANTEED BYAN 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. |
AMERICAN BANK NOTE COMPANY |
| PRODUCTION COORDINATOR: DENISE LITTLE ###-###-#### |
SALES: C. SHARKEY ###-###-#### |
| Operator: BA/AP |
/ ETHER 7 / LIVE JOBS / V / 31623 VIST BK |
| REV. 1 |
PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF