Attached files
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8-K - RIVER VALLEY BANCORP | rvb_8k1119.htm |
EX-4.1 - FORM OF CERTIFICATE FOR SERIES A PREFERRED STOCK - RIVER VALLEY BANCORP | rvb_8k1119ex41.htm |
EX-10.1 - FORM OF INVESTMENT AGREEMENT - RIVER VALLEY BANCORP | rvb_8k1119ex101.htm |
EX-99.1 - PRESS RELEASE - RIVER VALLEY BANCORP | rvb_8k1119ex991.htm |
Exhibit
3.1
Certificate
of Designations
of
Fixed
Rate Cumulative Perpetual Preferred Stock, Series A
of
River
Valley Bancorp
River Valley Bancorp, a
corporation organized and existing under the laws of the State of Indiana (the
“Corporation”), in
accordance with the provisions of Section 23-1-25-2 of the Indiana Business
Corporation Law, does hereby certify:
The board
of directors of the Corporation (the “Board of Directors”) or an
applicable committee of the Board of Directors, in accordance with the Articles
of Incorporation and Code of By-laws of the Corporation and applicable law,
adopted the following resolution on August 18, 2009, creating a series of 8,000
shares of Preferred Stock of the Corporation designated as “Fixed Rate Cumulative Perpetual
Preferred Stock, Series A”.
RESOLVED,
that pursuant to the provisions of the Articles of Incorporation and Code of
By-laws of the Corporation and applicable law, a series of Preferred Stock,
without par value, of the Corporation be and hereby is created, and that the
designation and number of shares of such series, and the voting and other
powers, preferences and relative, participating, optional or other rights, and
the qualifications, limitations and restrictions thereof, of the shares of such
series, are as follows:
Section
1. Designation and Number of
Shares. There is hereby created out of the authorized and unissued shares
of preferred stock of the Corporation a series of preferred stock designated as
the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” (the “Designated Preferred Stock”).
The authorized number of shares of Designated Preferred Stock shall be
8,000.
Section
2. General Matters. Each
share of Designated Preferred Stock shall be identical in all respects to every
other share of Designated Preferred Stock. The Designated Preferred Stock shall
be perpetual, subject to the provisions of Section 6 hereof. The Designated
Preferred Stock shall rank equally with Parity Stock and shall rank senior to
Junior Stock with respect to the payment of dividends and the distribution of
assets in the event of any dissolution, liquidation or winding up of the
Corporation.
Section
3. Definitions. As used
herein with respect to Designated Preferred Stock:
(a) “Applicable Dividend Rate”
means (i) during the period from the Original Issue Date to, but excluding, the
first day of the first Dividend Period commencing on or after the fifth
anniversary of the Original Issue Date, 7.25% per annum and (ii) from and after
the first day of the first Dividend Period commencing on or after the fifth
anniversary of the Original Issue Date, 9% per annum.
(b) “Business Combination” means a
merger, consolidation, statutory share exchange or similar transaction that
requires the approval of the Corporation’s shareholders.
(c) “Business Day” means any day
except Saturday, Sunday and any day on which banking institutions in the State
of Indiana generally are authorized or required by law or other governmental
actions to close.
(d) “Bylaws” means the bylaws of
the Corporation, as they may be amended from time to time.
(e) “Certificate of Designations”
means the Certificate of Designations or comparable instrument relating to the
Designated Preferred Stock, as it may be amended from time to time.
(f) “Charter” means the
Corporation’s articles of incorporation or similar organizational
document.
(g) “Common Stock” means the common
stock, without par value, of the Corporation.
(h) “Dividend Payment Date” means
March 15, June 15, September 15 and December 15 of each year.
(i) “Dividend Period” has the
meaning set forth in Section 4(a).
(j) “Dividend Record Date” has the
meaning set forth in Section 4(a).
(k) “Junior Stock” means the Common
Stock and
any other class or series of stock of the Corporation the terms of which
expressly provide that it ranks junior to Designated Preferred Stock as to
dividend rights and/or as to rights on liquidation, dissolution or winding up of
the Corporation.
(l) “Liquidation Amount” means
$1,000 per share of Designated Preferred Stock.
(m) “Liquidation Preference” has
the meaning set forth in Section 5(a).
(n) “Original Issue Date” means the
date on which shares of Designated Preferred Stock are first
issued.
(o) “Parity Stock” means any class
or series of stock of the Corporation (other than Designated Preferred Stock)
the terms of which do not expressly provide that such class or series will rank
senior or junior to Designated Preferred Stock as to dividend rights and/or as
to rights on liquidation, dissolution or winding up of the Corporation (in each
case without regard to whether dividends accrue cumulatively or
non-cumulatively).
(p) “Preferred Director” has the
meaning set forth in Section 8(b).
(q) “Preferred Stock” means any and
all series of preferred stock of the Corporation, including the Designated
Preferred Stock.
(r) “Share Dilution Amount” has the
meaning set forth in Section 4(b).
(s) “Voting Parity Stock” means,
with regard to any matter as to which the holders of Designated Preferred Stock
are entitled to vote as specified in Sections 8(a) and 8(b), any and all series
of Parity Stock upon which like voting rights have been conferred and are
exercisable with respect to such matter.
Section
4.Dividends.
(a) Rate. Holders of
Designated Preferred Stock shall be entitled to receive, on each share of
Designated Preferred Stock if, as and when declared by the Board of Directors or
any duly authorized committee of the Board of Directors, but only out of assets
legally available therefor, cumulative cash dividends with respect to each
Dividend Period (as defined below) at a rate per annum equal to the Applicable
Dividend Rate on
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(i) the
Liquidation Amount per share of Designated Preferred Stock and (ii) the amount
of accrued and unpaid dividends for any prior Dividend Period on such share of
Designated Preferred Stock, if any. Such dividends shall begin to accrue and be
cumulative from the Original Issue Date, shall compound on each subsequent
Dividend Payment Date (i.e., no dividends shall
accrue on other dividends unless and until the first Dividend Payment Date for
such other dividends has passed without such other dividends having been paid on
such date) and shall be payable quarterly in arrears on each Dividend Payment
Date, commencing with the first such Dividend Payment Date to occur at least 20
calendar days after the Original Issue Date. In the event that any Dividend
Payment Date would otherwise fall on a day that is not a Business Day, the
dividend payment due on that date will be postponed to the next day that is a
Business Day and no additional dividends will accrue as a result of that
postponement. The period from and including any Dividend Payment Date to, but
excluding, the next Dividend Payment Date is a “Dividend Period,” provided
that the initial Dividend Period shall be the period from and including the
Original Issue Date to, but excluding, the next Dividend Payment
Date.
Dividends
that are payable on Designated Preferred Stock in respect of any Dividend Period
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. The amount of dividends payable on Designated Preferred Stock on any
date prior to the end of a Dividend Period, and for the initial Dividend Period,
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months, and actual days elapsed over a 30-day month.
Dividends
that are payable on Designated Preferred Stock on any Dividend Payment Date will
be payable to holders of record of Designated Preferred Stock as they appear on
the stock register of the Corporation on the applicable record date, which shall
be the 15th calendar day immediately preceding such Dividend Payment Date or
such other record date fixed by the Board of Directors or any duly authorized
committee of the Board of Directors that is not more than 60 nor less than 10
days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any
such day that is a Dividend Record Date shall be a Dividend Record Date whether
or not such day is a Business Day.
Holders
of Designated Preferred Stock shall not be entitled to any dividends, whether
payable in cash, securities or other property, other than dividends (if any)
declared and payable on Designated Preferred Stock as specified in this Section
4 (subject to the other provisions of the Certificate of
Designations).
(b) Priority of
Dividends. So long as any share of Designated Preferred Stock remains
outstanding, no dividend or distribution shall be declared or paid on the Common
Stock or any other shares of Junior Stock (other than dividends payable solely
in shares of Common Stock) or Parity Stock, subject to the immediately following
paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or
Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise
acquired for consideration by the Corporation or any of its subsidiaries unless
all accrued and unpaid dividends for all past Dividend Periods, including the
latest completed Dividend Period (including, if applicable as provided in
Section 4(a) above, dividends on such amount), on all outstanding shares of
Designated Preferred Stock have been or are contemporaneously declared and paid
in full (or have been declared and a sum sufficient for the payment thereof has
been set aside for the benefit of the holders of shares of Designated Preferred
Stock on the applicable record date). The foregoing limitation shall not apply
to (i) redemptions, purchases or other acquisitions of shares of Common Stock or
other Junior
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Stock in
connection with the administration of any employee benefit plan in the ordinary
course of business (including purchases to offset the Share Dilution Amount (as
defined below) pursuant to a publicly announced repurchase plan) and consistent
with past practice, provided that
any purchases to offset the Share Dilution Amount shall in no event exceed the
Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer
subsidiary of the Corporation solely for the purpose of market-making,
stabilization or customer facilitation transactions in Junior Stock or Parity
Stock in the ordinary course of its business; (iii) purchases by a broker-dealer
subsidiary of the Corporation of capital stock of the Corporation for resale
pursuant to an offering by the Corporation of such capital stock underwritten by
such broker-dealer subsidiary; (iv) any dividends or distributions of rights or
Junior Stock in connection with a shareholders’ rights plan or any redemption or
repurchase of rights pursuant to any shareholders’ rights plan; (v) the
acquisition by the Corporation or any of its subsidiaries of record ownership in
Junior Stock or Parity Stock for the beneficial ownership of any other persons
(other than the Corporation or any of its subsidiaries), including as trustees
or custodians; and (vi) the exchange or conversion of Junior Stock for or into
other Junior Stock or of Parity Stock for or into other Parity Stock (with the
same or lesser aggregate liquidation amount) or Junior Stock, in each case,
solely to the extent required pursuant to binding contractual agreements entered
into prior to the Original Issue Date or any subsequent agreement for the
accelerated exercise, settlement or exchange thereof for Common Stock. “Share Dilution Amount” means
the increase in the number of diluted shares outstanding (determined in
accordance with generally accepted accounting principles in the United States,
and as measured from the date of the Corporation’s consolidated financial
statements most recently filed with the Securities and Exchange Commission prior
to the Original Issue Date) resulting from the grant, vesting or exercise of
equity-based compensation to employees and equitably adjusted for any stock
split, stock dividend, reverse stock split, reclassification or similar
transaction.
When
dividends are not paid (or declared and a sum sufficient for payment thereof set
aside for the benefit of the holders thereof on the applicable record date) on
any Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment
date falling within a Dividend Period related to such Dividend Payment Date) in
full upon Designated Preferred Stock and any shares of Parity Stock, all
dividends declared on Designated Preferred Stock and all such Parity Stock and
payable on such Dividend Payment Date (or, in the case of Parity Stock having
dividend payment dates different from the Dividend Payment Dates, on a dividend
payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such
dividends declared shall bear the same ratio to each other as all accrued and
unpaid dividends per share on the shares of Designated Preferred Stock
(including, if applicable as provided in Section 4(a) above, dividends on such
amount) and all Parity Stock payable on such Dividend Payment Date (or, in the
case of Parity Stock having dividend payment dates different from the Dividend
Payment Dates, on a dividend payment date falling within the Dividend Period
related to such Dividend Payment Date) (subject to their having been declared by
the Board of Directors or a duly authorized committee of the Board of Directors
out of legally available funds and including, in the case of Parity Stock that
bears cumulative dividends, all accrued but unpaid dividends) bear to each
other. If the Board of Directors or a duly authorized committee of the Board of
Directors determines not to pay any dividend or a full
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dividend
on a Dividend Payment Date, the Corporation will provide written notice to the
holders of Designated Preferred Stock prior to such Dividend Payment
Date.
Subject
to the foregoing, and not otherwise, such dividends (payable in cash, securities
or other property) as may be determined by the Board of Directors or any duly
authorized committee of the Board of Directors may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out
of any funds legally available for such payment, and holders of Designated
Preferred Stock shall not be entitled to participate in any such
dividends.
Section
5.Liquidation
Rights.
(a) Voluntary or Involuntary
Liquidation. In the event of any liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary, holders of
Designated Preferred Stock shall be entitled to receive for each share of
Designated Preferred Stock, out of the assets of the Corporation or proceeds
thereof (whether capital or surplus) available for distribution to shareholders
of the Corporation, subject to the rights of any creditors of the Corporation,
before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking
junior to Designated Preferred Stock as to such distribution, payment in full in
an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the
amount of any accrued and unpaid dividends (including, if applicable as provided
in Section 4(a) above, dividends on such amount), whether or not declared, to
the date of payment (such amounts collectively, the “Liquidation
Preference”).
(b) Partial Payment. If
in any distribution described in Section 4(a) above the assets of the
Corporation or proceeds thereof are not sufficient to pay in full the amounts
payable with respect to all outstanding shares of Designated Preferred Stock and
the corresponding amounts payable with respect of any other stock of the
Corporation ranking equally with Designated Preferred Stock as to such
distribution, holders of Designated Preferred Stock and the holders of such
other stock shall share ratably in any such distribution in proportion to the
full respective distributions to which they are entitled.
(c) Residual
Distributions. If the Liquidation Preference has been paid in full to all
holders of Designated Preferred Stock and the corresponding amounts payable with
respect of any other stock of the Corporation ranking equally with Designated
Preferred Stock as to such distribution has been paid in full, the holders of
other stock of the Corporation shall be entitled to receive all remaining assets
of the Corporation (or proceeds thereof) according to their respective rights
and preferences.
(d) Merger, Consolidation and
Sale of Assets Not Liquidation. For purposes of this Section 5, the
merger or consolidation of the Corporation with any other corporation or other
entity, including a merger or consolidation in which the holders of Designated
Preferred Stock receive cash, securities or other property for their shares, or
the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a
liquidation, dissolution or winding up of the Corporation.
5
Section
6.Redemption.
(a) Optional Redemption.
Except as provided below, the Designated Preferred Stock may not be redeemed
prior to the first Dividend Payment Date falling on or after the fifth
anniversary of the Original Issue Date. On or after the first Dividend Payment
Date falling on or after the fifth anniversary of the Original Issue Date, the
Corporation, at its option, may redeem, in whole or in part, at any time and
from time to time, out of funds legally available therefor, the shares of
Designated Preferred Stock at the time outstanding, upon notice given as
provided in Section 6(c) below, at a redemption price equal to the sum of (i)
the Liquidation Amount per share and (ii) except as otherwise provided below,
any accrued and unpaid dividends (including, if applicable as provided in
Section 4(a) above, dividends on such amount) (regardless of whether any
dividends are actually declared) to, but excluding, the date fixed for
redemption.
The
redemption price for any shares of Designated Preferred Stock shall be payable
on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any
declared but unpaid dividends payable on a redemption date that occurs
subsequent to the Dividend Record Date for a Dividend Period shall not be paid
to the holder entitled to receive the redemption price on the redemption date,
but rather shall be paid to the holder of record of the redeemed shares on such
Dividend Record Date relating to the Dividend Payment Date as provided in
Section 4 above.
(b) No Sinking Fund. The
Designated Preferred Stock will not be subject to any mandatory redemption,
sinking fund or other similar provisions. Holders of Designated Preferred Stock
will have no right to require redemption or repurchase of any shares of
Designated Preferred Stock.
(c) Notice of Redemption.
Notice of every redemption of shares of Designated Preferred Stock shall be
given by first class mail, postage prepaid, addressed to the holders of record
of the shares to be redeemed at their respective last addresses appearing on the
books of the Corporation. Such mailing shall be at least 30 days and not more
than 60 days before the date fixed for redemption. Any notice mailed as provided
in this Subsection shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice, but failure duly to give such
notice by mail, or any defect in such notice or in the mailing thereof, to any
holder of shares of Designated Preferred Stock designated for redemption shall
not affect the validity of the proceedings for the redemption of any other
shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares
of Designated Preferred Stock are issued in book-entry form through The
Depository Trust Company or any other similar facility, notice of redemption may
be given to the holders of Designated Preferred Stock at such time and in any
manner permitted by such facility. Each notice of redemption given to a holder
shall state: (1) the redemption date; (2) the number of shares of Designated
Preferred Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder; (3) the redemption price; and (4) the place or places where certificates
for such shares are to be surrendered for payment of the redemption
price.
(d) Partial Redemption.
In case of any redemption of part of the shares of Designated Preferred Stock at
the time outstanding, the shares to be redeemed shall be selected either pro
rata or in such other manner as the Board of Directors or a duly
6
authorized
committee thereof may determine to be fair and equitable. Subject to the
provisions hereof, the Board of Directors or a duly authorized committee thereof
shall have full power and authority to prescribe the terms and conditions upon
which shares of Designated Preferred Stock shall be redeemed from time to time.
If fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to
the holder thereof.
(e) Effectiveness of
Redemption. If notice of redemption has been duly given and if on or
before the redemption date specified in the notice all funds necessary for the
redemption have been deposited by the Corporation, in trust for the pro rata benefit of the
holders of the shares called for redemption, with a bank or trust company doing
business in the City of Indianapolis, Indiana, and having a capital and surplus
of at least $500 million and selected by the Board of Directors, so as to be and
continue to be available solely therefor, then, notwithstanding that any
certificate for any share so called for redemption has not been surrendered for
cancellation, on and after the redemption date dividends shall cease to accrue
on all shares so called for redemption, all shares so called for redemption
shall no longer be deemed outstanding and all rights with respect to such shares
shall forthwith on such redemption date cease and terminate, except only the
right of the holders thereof to receive the amount payable on such redemption
from such bank or trust company, without interest. Any funds unclaimed at the
end of three years from the redemption date shall, to the extent permitted by
law, be released to the Corporation, after which time the holders of the shares
so called for redemption shall look only to the Corporation for payment of the
redemption price of such shares.
(f) Status of Redeemed
Shares. Shares of Designated Preferred Stock that are redeemed,
repurchased or otherwise acquired by the Corporation shall revert to authorized
but unissued shares of Preferred Stock (provided that any such
cancelled shares of Designated Preferred Stock may be reissued only as shares of
any series of Preferred Stock other than Designated Preferred
Stock).
Section
7.Conversion.
Holders of Designated Preferred Stock shares shall have no right to exchange or
convert such shares into any other securities.
Section
8.Voting
Rights.
(a) General. The holders
of Designated Preferred Stock shall not have any voting rights except as set
forth below or as otherwise from time to time required by law. To the extent the
Designated Preferred Stock has voting rights as provided in this Section 8,
holders of shares of Designated Preferred Stock will be entitled to one vote for
each such share on any matter on which holders of Designated Preferred Stock are
entitled to vote, including any action by written consent.
(b) Preferred Stock
Directors. Whenever, at any time or times, dividends payable
on the shares of Designated Preferred Stock have not been paid for an aggregate
of six quarterly Dividend Periods or more, whether or not consecutive, the
authorized number of directors of the Corporation shall automatically be
increased by two and the holders of the Designated Preferred Stock shall have
the right, with holders of shares of any one or more other classes or series of
Voting Parity Stock outstanding at the time, voting together as a class, to
elect two directors (hereinafter the “Preferred Directors” and each
a “Preferred Director”)
to fill such newly created directorships at the Corporation’s next annual
meeting of shareholders (or at a special meeting called for that purpose prior
to such next annual meeting) and at each subsequent annual meeting of
7
shareholders
until all accrued and unpaid dividends for all past Dividend Periods, including
the latest completed Dividend Period (including, if applicable as provided in
Section 4(a) above, dividends on such amount), on all outstanding shares of
Designated Preferred Stock have been declared and paid in full at which time
such right shall terminate with respect to the Designated Preferred Stock,
except as herein or by law expressly provided, subject to revesting in the event
of each and every subsequent default of six quarters’ duration of the character
above mentioned; provided that it shall be a qualification for election for any
Preferred Director that the election of such Preferred Director shall not cause
the Corporation to violate any corporate governance requirements of any
securities exchange or other trading facility on which securities of the
Corporation may then be listed or traded that listed or traded companies must
have a majority of independent directors. Upon any termination of the right of
the holders of shares of Designated Preferred Stock and Voting Parity Stock as a
class to vote for directors as provided above, the Preferred Directors shall
cease to be qualified as directors, the term of office of all Preferred
Directors then in office shall terminate immediately and the authorized number
of directors shall be reduced by the number of Preferred Directors elected
pursuant hereto. Any Preferred Director may be removed at any time, with or
without cause, and any vacancy created thereby may be filled, only by the
affirmative vote of the holders a majority of the shares of Designated Preferred
Stock at the time outstanding voting separately as a class together with the
holders of shares of Voting Parity Stock, to the extent the voting rights of
such holders described above are then exercisable. If the office of any
Preferred Director becomes vacant for any reason other than removal from office
as aforesaid, the remaining Preferred Director may choose a successor who shall
hold office for the unexpired term in respect of which such vacancy
occurred.
(c) Class Voting Rights as to
Particular Matters. So long as any shares of Designated Preferred Stock
are outstanding, in addition to any other vote or consent of shareholders
required by law or by the Charter, the vote or consent of the holders of at
least 66 2/3% of the shares of Designated Preferred Stock at the time
outstanding, voting as a separate class, given in person or by proxy, either in
writing without a meeting or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating:
(i)Authorization of Senior
Stock. Any amendment or alteration of the Certificate of Designations for
the Designated Preferred Stock or the Charter to authorize or create or increase
the authorized amount of, or any issuance of, any shares of, or any securities
convertible into or exchangeable or exercisable for shares of, any class or
series of capital stock of the Corporation ranking senior to Designated
Preferred Stock with respect to either or both the payment of dividends and/or
the distribution of assets on any liquidation, dissolution or winding up of the
Corporation;
(ii) Amendment of Designated
Preferred Stock. Any amendment, alteration or repeal of any provision of
the Certificate of Designations for the Designated Preferred Stock or the
Charter (including, unless no vote on such merger or consolidation is required
by Section 8(c)(iii) below, any amendment, alteration or repeal by means of a
merger, consolidation or otherwise) so as to adversely affect the rights,
preferences, privileges or voting powers of the Designated Preferred Stock;
or
8
(iii) Share Exchanges,
Reclassifications, Mergers and Consolidations. Any consummation of a
binding share exchange or reclassification involving the Designated Preferred
Stock, or of a merger or consolidation of the Corporation with another
corporation or other entity, unless in each case (x) the shares of Designated
Preferred Stock remain outstanding or, in the case of any such merger or
consolidation with respect to which the Corporation is not the surviving or
resulting entity, are converted into or exchanged for preference securities of
the surviving or resulting entity or its ultimate parent, and (y) such shares
remaining outstanding or such preference securities, as the case may be, have
such rights, preferences, privileges and voting powers, and limitations and
restrictions thereof, taken as a whole, as are not materially less favorable to
the holders thereof than the rights, preferences, privileges and voting powers,
and limitations and restrictions thereof, of Designated Preferred Stock
immediately prior to such consummation, taken as a whole;
provided, however, that for
all purposes of this Section 8(c), any increase in the amount of the authorized
Preferred Stock, including any increase in the authorized amount of Designated
Preferred Stock necessary to satisfy preemptive or similar rights granted by the
Corporation to other persons prior to the Original Issue Date, or the creation
and issuance, or an increase in the authorized or issued amount, whether
pursuant to preemptive or similar rights or otherwise, of any other series of
Preferred Stock, or any securities convertible into or exchangeable or
exercisable for any other series of Preferred Stock, ranking equally with and/or
junior to Designated Preferred Stock with respect to the payment of dividends
(whether such dividends are cumulative or non-cumulative) and the distribution
of assets upon liquidation, dissolution or winding up of the Corporation will
not be deemed to adversely affect the rights, preferences, privileges or voting
powers, and shall not require the affirmative vote or consent of, the holders of
outstanding shares of the Designated Preferred Stock.
(d) Changes after Provision for
Redemption. No vote or consent of the holders of Designated Preferred
Stock shall be required pursuant to Section 8(c) above if, at or prior to the
time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of the Designated Preferred Stock shall have
been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been deposited in trust for such redemption, in each
case pursuant to Section 6 above.
(e) Procedures for Voting and
Consents. The rules and procedures for calling and conducting any meeting
of the holders of Designated Preferred Stock (including, without limitation, the
fixing of a record date in connection therewith), the solicitation and use of
proxies at such a meeting, the obtaining of written consents and any other
aspect or matter with regard to such a meeting or such consents shall be
governed by any rules that the Board of Directors or any duly authorized
committee of the Board of Directors, in its discretion, may adopt from time to
time, which rules and procedures shall conform to the requirements of the
Charter, the Bylaws, and applicable law and the rules of any national securities
exchange or other trading facility on which Designated Preferred Stock is listed
or traded at the time.
Section
9.Record
Holders. To
the fullest extent permitted by applicable law, the Corporation and the transfer
agent for Designated Preferred Stock may deem and treat the record holder of any
share of Designated Preferred Stock as the true and lawful owner thereof for all
9
purposes,
and neither the Corporation nor such transfer agent shall be affected by any
notice to the contrary.
Section
10.Notices. All
notices or communications in respect of Designated Preferred Stock shall be
sufficiently given if given in writing and delivered in person or by first class
mail, postage prepaid, or if given in such other manner as may be permitted in
this Certificate of Designations, in the Charter or Bylaws or by applicable law.
Notwithstanding the foregoing, if shares of Designated Preferred Stock are
issued in book-entry form through The Depository Trust Company or any similar
facility, such notices may be given to the holders of Designated Preferred Stock
in any manner permitted by such facility.
Section
11.No Preemptive
Rights. No
share of Designated Preferred Stock shall have any rights of preemption
whatsoever as to any securities of the Corporation, or any warrants, rights or
options issued or granted with respect thereto, regardless of how such
securities, or such warrants, rights or options, may be designated, issued or
granted.
Section
12. Replacement
Certificates. The
Corporation shall replace any mutilated certificate at the holder’s expense upon
surrender of that certificate to the Corporation. The Corporation shall replace
certificates that become destroyed, stolen or lost at the holder’s expense upon
delivery to the Corporation of reasonably satisfactory evidence that the
certificate has been destroyed, stolen or lost, together with any indemnity that
may be reasonably required by the Corporation.
Section
13. Other
Rights. The
shares of Designated Preferred Stock shall not have any rights, preferences,
privileges or voting powers or relative, participating, optional or other
special rights, or qualifications, limitations or restrictions thereof, other
than as set forth herein or in the Charter or as provided by applicable
law.
IN
WITNESS WHEREOF, River Valley Bancorp has caused this Certificate of
Designations to be signed by Matthew P. Forrester, its President and Chief
Executive Officer, this 19th day of November, 2009.
River Valley Bancorp | ||
By: |
/s/ Matthew P. Forrester
|
|
Name: Matthew P. Forrester | ||
Title: President and Chief Executive Officer |
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