Attached files
file | filename |
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10-Q - FORM 10-Q - Rockville Financial Inc. | y87605e10vq.htm |
EX-32 - EX-32 - Rockville Financial Inc. | y87605exv32.htm |
EX-31.2 - EX-31.2 - Rockville Financial Inc. | y87605exv31w2.htm |
EX-31.1 - EX-31.1 - Rockville Financial Inc. | y87605exv31w1.htm |
Exhibit 3.3
COMMON STOCK
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COMMON STOCK | |
NO PAR VALUE
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SEE REVERSE FOR CERTAIN DEFINITIONS | |
CUSIP __________ |
ROCKVILLE FINANCIAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT
INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT
THIS CERTIFIES THAT
SPECIMEN
is the owner of:
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK NO PAR VALUE PER SHARE OF
ROCKVILLE FINANCIAL, INC.
ROCKVILLE FINANCIAL, INC.
The shares represented by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, or by his or her duly authorized
attorney or legal representative, upon the surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation of the Corporation and any amendments thereto
(copies of which are on file with the Transfer Agent), to all of which provisions the holder by
acceptance hereof assents.
This certificate is not valid unless countersigned and registered by the Transfer Agent and
Registrar. The shares represented by this Certificate are not insured by the Federal Deposit
Insurance Corporation or any other government agency.
IN WITNESS WHEREOF, Rockville Financial, Inc. has caused this
certificate to be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its corporate seal to be hereunto
affixed.
Dated:
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[SEAL] | |||||
President and | Secretary | |||||
Chief Executive Officer |
ROCKVILLE FINANCIAL, INC.
The shares represented by this certificate are subject to a limitation
contained in the Certificate of Incorporation to the effect that, upon the
effective date of the reorganization of Rockville Bank (the Bank) as a
subsidiary of the Corporation and for a period of five years thereafter, no
person shall, directly or indirectly, offer to acquire or acquire the beneficial ownership of more
than 10% of the Corporations outstanding common stock or securities convertible into or
exercisable for common stock of the Corporation which, if converted or exercised, would result in
beneficial ownership of more than 10% of the Corporations outstanding common stock (the 10%
Limit). The shares represented by this certificate are also subject to a limitation contained in
the Certificate of Incorporation to the effect that, in no event shall any record owner of any
outstanding common stock which is beneficially owned, directly or indirectly, by a person who
beneficially owns in excess of the 10% Limit in contravention of the provisions of the preceding
sentence be entitled to any vote or be permitted to vote in respect of shares held in excess of the
10% Limit.
The Board of Directors of the Corporation is authorized by resolution(s), from time to time
adopted, to provide for the issuance of preferred stock in series and to fix the designation,
powers, preferences and rights of the shares of each such series and any qualifications,
limitations or restrictions thereof.
The Corporation will furnish to any shareholder upon request and without charge a full description
of each class of stock and any series thereof.
The shares represented by this certificate may not be cumulatively voted on any matter. The
affirmative vote of the holders of at least 80% of the voting stock of the Corporation, voting
together as a single class, shall be required to approve certain business combinations and other
transactions, pursuant to the Certificate of Incorporation, or to amend certain provisions of the
Certificate of Incorporation.
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
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UNIF GIFTS MIN ACT - | custodian | ||||||||
TEN ENT as tenants by the entireties
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under Uniform Gifts to Minors Act | |||
JT TEN as joint tenants with right of
survivorship and not as tenants
in common
survivorship and not as tenants
in common
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
IDENTIFICATION NUMBER OF ASSIGNEE
____________________ shares of the common 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 Corporation 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 GUARANTEED: |
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN | ||||
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 |