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EXHIBIT 4.2
CHARTERED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
============ ============
No. Shares
New Harris Financial, Inc.
============ Harrisburg, Pennsylvania ============
FULLY PAID AND NON-ASSESSABLE
PAR VALUE $.01 EACH
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO
RESTRICTIONS, SEE REVERSE SIDE
THIS CERTIFIES that is the owner of
SHARES OF COMMON STOCK OF
New Harris Financial, Inc.
a Pennsylvania corporation
The shares evidenced by this certificate are transferable only on the books
of New Harris Financial, Inc. by the holder hereof, in person or by attorney,
upon surrender of this certificate properly endorsed. The capital stock
evidenced hereby is not an account of an insurable type and is not insured by
the Federal Deposit Insurance Corporation or any other Federal or state
governmental agency.
IN WITNESS WHEREOF, New Harris Financial, Inc. has caused this certificate
to be executed, by the facsimile signatures of its duly authorized officers and
has caused its a facsimile of its seal to be hereunto affixed.
By ____________________________ [SEAL] By ____________________________
RICHARD C. RUBEN, SECRETARY CHARLES C. PEARSON, JR.,
PRESIDENT
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The shares of common stock evidenced by this certificate are subject to a
limitation contained in the Articles of Incorporation of Harris Financial, Inc.
(the "Company") to the effect that no person shall directly or indirectly offer
to acquire or acquire the beneficial ownership of (I) more than 10% of any class
of any equity security of the Company or (ii) any securities convertible into
more than 10% of any class of any equity security of the Company. This
limitation shall not apply to (I) any offer with a view toward public resale
made exclusively to the Company or underwriters or a selling group acting on its
behalf, (ii) the purchase of shares by a tax-qualified employee stock benefit
plan or arrangement of the Company or a subsidiary of the Company and any
trustee of such a plan or arrangement, or (iii) any offer or acquisition
approved in advance by the affirmative vote of 80% of the members of the
Company's Board of Directors then in office. In the event shares are acquired in
violation of this provision, all shares beneficially owned by any person in
excess of 10% shall be considered "excess shares" and shall not be counted as
shares entitled to vote and shall not be voted by any person or counted as
voting shares in connection with any matters submitted to stockholders for a
vote.
The Board of Directors of the Company is authorized by resolution or
resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers, designations,
preferences, limitations and restrictions thereof. The Company 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 Articles of Incorporation require the affirmative vote of the
holders of at least 75% of the voting stock of the Company, voting together as a
single class, to amend certain provisions of the Articles 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 UNIF GIFT MIN ACT - ______ Custodian _______
(Cust) (Minor)
TEN ENT - as tenants by the entirety
Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
of survivorship and not as _________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list
For value received, _________________ hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
__________________________________________________________________ Shares of
the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________ Attorney to
transfer the said shares on the books of the within named corporation with full
power of substitution in the premises.
Dated, _______________________
In the presence of Signature:
_________________________ ___________________________________
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
