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.