EX-4.1




 

 
  

 
  

 
 AUBURN
NATIONAL 
BANCORPORATION, 
INC AND SUBSIDIARIES

 
EXHIBIT 4.1

 
DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 
OF
THE 

SECURITIES EXCHANGE ACT OF 1934

 

The following summarizes the terms of
certain securities of Auburn 
National Bancorporation, Inc., a 
Delaware corporation (the “Company”). The
Company’s 
common stock is registered under Section 12(b) 
of the Securities Exchange Act of 1934, as amended
(the “Exchange 
Act”). The following summary does 
not purport to be complete and is qualified in its
entirety by reference 
to the Company’s Certificate 
of

Incorporation (as amended, the “Charter”) and Amended and 
Restated Bylaws (as amended, the
“Bylaws”), 
each previously filed with the U.S. Securities and Exchange Commission, 
as well as reference
to federal 
and state banking laws and regulations and the Delaware General 
Corporations Law (the “DGCL”).

Authorized Capital 
The Company’s authorized
capital 
stock consists of 8,500,000 shares of common stock, $.01 
par value per

share and 200,000 shares of preferred stock, $.01 par value
per 
share. 

Common Stock

Voting 

Rights.
 
Each holder of common stock is entitled to one vote for each share
held 
on all matters on 
which our shareholders are entitled to vote. Directors
are 
elected by a majority vote, and no shareholder has 
the right to cumulative voting with respect to the election
of directors. 
Dividend
Rights.
 
Subject to the prior rights of holders of any then-outstanding shares of
preferred 
stock, 
each share of common stock has equal rights to participate in
dividends 
when, as and if declared by the 
board of directors out of funds legally available therefor.

Liquidation
Rights.
 
Subject to the prior rights of creditors and the satisfaction of any
liquidation 
preference 
granted to the holders of any outstanding shares of
preferred 
stock, if any, in the event of a liquidation, 
the

holders of common stock will be entitled to share ratably in any assets 
remaining after payment of all debts

and other liabilities.

Other.
 
Holders of common
stock have no redemption or subscription, 
conversion or preemptive rights. 
Exchange and
Trading 
Symbol.
 
The common stock is listed for trading on
the NASDAQ Global 
Market 
under the symbol “AUBN.”

Transfer Agent and
Registrar.
 
The transfer agent and registrar for the common stock is Computershare

Investor Services LLC. 
Preferred Stock

Shares of preferred stock may be issued for any purpose and in 
any manner permitted by
law, 
in one or 
more distinctly designated series, including as a dividend
or 
for such consideration as the board of directors 
may determine by resolution or resolutions adopted from
time 
to time. The board of directors is expressly 
authorized to fix and state, by resolution or resolutions
adopted 
from time to time prior to the issuance of 
any shares of a particular series of preferred stock, the
designations, 
voting powers (if any), preferences, 
and relative, participating, optional or other special rights,
and 
qualifications, limitations or restrictions 
thereof. The rights of the holders of the common stock will
generally 
be subject to the rights of the holders 
of any existing outstanding shares of preferred stock with
respect 
to dividends, liquidation preferences and 
other matters.

As of the date hereof, the Company has no outstanding shares 
of preferred
stock. 


 
 

 
Anti-takeover Effects

Certain provisions of the Charter and Bylaws could make a merger, 
tender offer or proxy contest more

difficult, even if such events were perceived by many of shareholders 
as beneficial to their interests. These

provisions include (1) requiring, under certain circumstances, 
that a “Business Combination” (as
defined in 
the Charter) be approved by (i) holders of at least 80% of the 
outstanding shares entitled to vote, and
(ii) by 
a majority of shares held by persons other than “Related Persons” 
(as defined in the Charter),
(2) 
prohibiting shareholders from removing directors without cause, and, 
in order to remove a director for

cause, requiring approval of (i) at least 80% of the outstanding shares 
entitled to vote and (ii) a majority of

shares held by persons other than “Related Persons,” (3) advance notice 
for nominations of directors
and 
shareholders’ proposals, and (4) authority to issue “blank check” 
preferred stock with such
designations, 
rights and preferences as may be determined from time to time by the 
board of directors. In addition, as
a 
Delaware corporation, the Company is subject to Section 203 
of the Delaware General Corporation Law

which, in general, prevents an “interested shareholder,” 
defined generally as a person owning 15% or
more 
of a corporation’s outstanding voting 
stock, from engaging in a business combination with the corporation

for three years following the date that person became an interested 
shareholder unless certain specified

conditions are satisfied. 
Restrictions on Ownership

The ability of a third party to acquire the Company is limited under 
applicable U.S. banking laws and

regulations. The Bank Holding Company Act, or BHC Act, requires 
any bank holding company to obtain

Federal Reserve approval prior to acquiring, directly or indirectly, 
5% or more of any class of voting

securities of the bank holding company. 
Any “company” (as defined in the BHC Act) other than a bank

holding company would be required to obtain Federal Reserve approval 
before acquiring “control” of a

bank holding company. “Control” 
generally means (i) the ownership or control of 25% or
more 
of a class 
of voting securities, (ii) the ability to elect a majority of the
directors 
or (iii) the ability otherwise to 
exercise a controlling influence over management and policies. A
holder 
of 25% or more of the outstanding 
common stock of a bank holding
company, 
other than an individual, is subject to regulation and 
supervision as a bank holding company under the BHC
Act. On 
January 30, 2020, the Federal Reserve 
adopted new rules, effective September
30, 
2020 simplifying determinations of control of banking 
organizations for BHC Act purposes.

In addition, under the Change in Bank Control Act of 1978, 
as amended, and the Federal Reserve’s

regulations thereunder, any person, either individually 
or acting through or in concert with one or more

persons, is required to provide notice to the Federal Reserve prior 
to acquiring, directly or
indirectly, 
10% 
or more of the outstanding voting securities of a bank holding
company, 
and receive nonobjection from the 
Federal Reserve.