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.

Contract Categories: Business Finance - Stock Agreements
EX-4.1 4 a08-30971_1ex4d1.htm EX-4.1

Exhibit 4.1

 

 

 

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 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:

 

 

 

 

 

 

 

 

 

SECRETARY

 

 

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

 

 

   (Cust)                    (Minor)

JT TEN

 as joint tenants with right of

 

 

under Uniform Gifts to Minors

 

 

 survivorship and not as tenants

 

 

Act

 

 

 in common

 

 

                    (State)

 

 

 

 

 

 

 

 

 

 

UNIF TRANS MIN ACT–

               Custodian               

 

 

 

 

 

   (Cust)                    (Minor)

 

 

 

 

 

under Uniform Transfers to Minors

 

 

 

 

 

Act

 

 

 

 

 

                    (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

 

IDENTIFYING NUMBER OF ASSIGNEE

 

 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

 

 

 

 

 

shares

of the preferred 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 Company 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(S) GUARANTEED: 

 

 

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
711 ARMSTRONG LANE
COLUMBIA, TENNESSEE 38401
(931) 388-3003

 

PRODUCTION COORDINATOR: DENISE LITTLE ###-###-####
PROOF OF DECEMBER 15, 2008
VIST FINANCIAL CORP.
TSB 31623 BK

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