ARTICLES OF INCORPORATION
OF
MARKET FINANCIAL CORPORATION
The undersigned, desiring to form a corporation for profit under
Chapter 1701 of the Ohio Revised Code, does hereby certify:
FIRST: The name of the corporation shall be Market Financial
Corporation.
SECOND: The place in Ohio where the principal office of the
corporation is to be located is the City of Mt. Healthy, County of Hamilton.
THIRD: The purpose for which the corporation is formed is to engage
in any lawful act or activity for which corporations may be formed under Section
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The authorized shares of the corporation shall be eight
hundred and fifty (850) common shares, each without par value. The directors of
the corporation may adopt an amendment to the Articles of Incorporation of the
corporation in respect of any unissued or treasury shares of any class and
thereby fix or change: the division of such shares into series and the
designation and authorized number of each series; the dividend rate; the dates
of payment of dividends and the dates from which they are cumulative; the
liquidation price; the redemption rights and price; the sinking fund
requirements; the conversion rights; and the restrictions on the issuance of
shares of any class or series.
FIFTH: (A) The board of directors of the corporation shall have
the power to cause the corporation from time to time and at any time to
purchase, hold, sell, transfer or otherwise deal with (i) shares of any class or
series issued by it, (ii) any security or other obligation of the corporation
which may confer upon the holder thereof the right to convert the same into
shares of any class or series authorized by the articles of the corporation, and
(iii) any security or other obligation which may confer upon the holder thereof
the right to purchase shares of any class or series authorized by the Articles
of Incorporation of the corporation.
(B) The corporation shall have the right to repurchase, if and when
any shareholder desires to sell, or on the happening of any event is required to
sell, shares of any class or series issued by the corporation.
(C) The authority granted in this Article Fifth shall not limit the
plenary authority of the directors to purchase, hold, sell, transfer or
otherwise deal with shares of any class or series, securities or other
obligations issued by the corporation or authorized by the Articles of
Incorporation of the corporation.
SIXTH: Notwithstanding any provision of the Ohio Revised Code
requiring for any purpose the vote, consent, waiver or release of the holders of
shares of the corporation
entitling them to exercise any proportion of the voting power of the corporation
or of any class or classes thereof, such action, unless expressly otherwise
provided by statute, may be taken by the vote, consent, waiver or release of the
holders of shares entitling them to exercise not less than a majority of the
voting power of the corporation or of such class or classes; provided, however,
that if the board of directors of the corporation shall recommend against the
approval of any of the following matters, the affirmative vote of the holders of
shares entitling them to exercise not less than seventy-five percent (75%) of
the voting power of any class or classes of shares of the corporation which
entitle the holders thereof to vote in respect of any such matter as a class
shall be required to adopt:
(A) A proposed amendment to the Articles of Incorporation of the
corporation;
(B) A proposed amendment to the Code of Regulations of the
corporation;
(C) A proposal to change the number of directors by action of the
shareholders;
(D) An agreement of merger or consolidation providing for the
proposed merger or consolidation of the corporation with or into
one or more other corporations;
(E) A proposed combination or majority share acquisition involving
the issuance of shares of the corporation and requiring
shareholder approval;
(F) A proposal to sell, exchange, transfer or otherwise dispose of
all, or substantially all, of the assets, with or without the
goodwill, of the corporation; or
(G) A proposed dissolution of the corporation.
SEVENTH: Until the expiration of five years from the date of the
acquisition of the corporation of the capital stock of The Market Building and
Saving Company ("Market") to be issued in connection with the conversion of
Market from mutual to stock form, no Person (hereinafter defined) shall directly
or indirectly Offer (hereinafter defined) to Acquire (hereinafter defined) or
Acquire the Beneficial Ownership (hereinafter defined) of more than ten percent
(10%) of any class of any equity security of the corporation; provided, however,
that such prohibition shall not apply to the purchase of shares by underwriters
in connection with a public offering, or to the purchase of up to twenty five
percent (25%) of any class of equity security of the corporation by a tax-
qualified employee stock benefit plan. In the event that any shares of the
corporation are Acquired in violation of this Article Seventh, all shares
Beneficially Owned by any Person in excess of ten percent (10%) of any class of
equity security of the corporation shall not be counted as shares entitled to
vote, shall not be voted by any Person and shall not be counted as voting shares
in connection with any matter submitted to the
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shareholders for a vote. For purposes of this Article Seventh, the following
terms shall have the meaning set forth below:
(A) "Person" includes an individual, a group acting in concert, a
corporation, a partnership, an association, a joint stock
company, a trust, an unincorporated organization or similar
company, a syndicate or any other group formed for the purpose of
acquiring or disposing of the equity securities of the
corporation, but does not include any employee stock benefit plan
of the corporation or subsidiary of the corporation.
(B) "Offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request or
invitation for tenders of, a security or interest in a security
for value.
(C) "Acquire" includes every type of acquisition, whether effected by
purchase, exchange, operation of law or otherwise.
(D) "Acting in concert" means (i) participation in a joint activity
or conscious parallel action towards a common goal, whether or
not pursuant to an express agreement, or (ii) a combination or
pooling of voting or other interests in the securities of an
issuer for a common purpose pursuant to any contract,
understanding, relationship, agreement or other arrangement,
whether written or otherwise.
(E) "Beneficial Ownership" shall include, without limitation, (i) all
shares directly or indirectly owned by a Person, by an Affiliate
(hereinafter defined) of such Person or by an Associate
(hereinafter defined) of such Person or such Affiliate, (ii) all
shares which such Person, Affiliate or Associate has the right to
acquire through the exercise of any option, warrant or right
(whether or not currently exercisable), through the conversion of
a security, pursuant to the power to revoke a trust,
discretionary account or similar arrangement, or pursuant to the
automatic termination of a trust, discretionary account or
similar arrangement, and (iii) all shares as to which such
Person, Affiliate or Associate directly or indirectly through any
contract, arrangement, understanding, relationship or otherwise
(including, without limitation, any written or unwritten
agreement to act in concert) has or shares voting power (which
includes the power to vote or to direct the voting of such
shares) or investment power (which includes the power to dispose
or to direct the disposition of such shares) or both.
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(F) "Affiliate" shall mean a Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by,
or is under common control with another Person.
(G) "Associate" of a Person shall mean (i) any corporation or
organization (other than the corporation or a subsidiary of the
corporation) of which the Person is an officer or partner or is,
directly or indirectly, the beneficial owner of ten percent or
more of any class of equity securities, (ii) any trust or other
estate, except any employee stock benefit plan, in which the
Person has a substantial beneficial interest or as to which the
Person serves as trustee or in a similar fiduciary capacity, and
(iii) any relative or spouse of the Person, or any relative of
such spouse, who has the same home as the Person or is a director
or officer of the corporation or any of its parents or
subsidiaries.
EIGHTH: No shareholder of the corporation shall have, as a matter of
right, the pre-emptive right to purchase or subscribe for shares of any class,
now or hereafter authorized, or to purchase or subscribe for securities or other
obligations convertible into or exchangeable for such shares or which by
warrants or otherwise entitle the holders thereof to subscribe for or purchase
any such shares.
IN WITNESS WHEREOF, I have hereunto signed my name this 18th day of
April, 1996.
/s/ John T. Larimer
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John T. Larimer, Incorporator
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