EXHIBIT 4.1
Certificate No. R ____ ____ Rights
NOT EXERCISABLE AFTER _______________, 1998.
Right Certificate
FIRST COMMUNITY BANCSHARES, INC.
This certifies that ___________________________ or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof to purchase from First Community Bancshares, Inc.,
an Indiana corporation (the "Company") at any time after _________________ (the
"Distribution Date") and prior to 5:00 P.M., Indianapolis, Indiana time, on
_____________, 1998 at the principal offices of the Rights Agent, or at the
office of its successor as Rights Agent, one fully paid and non-assessable
share of Common Stock, no par value (the "Common Shares"), of the Company, at a
purchase price of $11.00 per Common Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate together with the
Subscription Agreement duly executed and payment for the purchased shares. The
number of Rights evidenced by this Right Certificate (and the number of Common
Shares which may be purchased upon exercise hereof) set forth above, and the
Purchase Price set forth above, are the number and Purchase Price as of
___________, 1998, based on the Common Shares as constituted at such date.
The Purchase Price and the number of Common Shares which may be
purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain
events.
This Right Certificate, with or without other Right Certificates, upon
surrender at the offices of First Community Bank & Trust Company, the "Rights
Agent," P.O. Box 767, 298 St. Rd. 135N, Greenwood, Indiana 46142, may be
exchanged for another Right Certificate or Right Certificates of like tenor and
date evidencing Rights entitling the holder to purchase a like aggregate number
of Common Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.
No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby.
No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Common Shares
or of any other securities of the Company which may at any time be issuable on
the exercise hereof, nor shall anything contained herein be construed to confer
upon the holder hereof, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold
consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Right Certificate shall have been
exercised.
This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of _______________, 19____.
FIRST COMMUNITY BANCSHARES, INC.
Attest:
By:
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Secretary
Countersigned: First Community Bank & Trust Company
as Rights Agent
By:
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Authorized Signature
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FORM OF ELECTION TO PURCHASE
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(To be executed if holder desires to
exercise the Right Certificate)
To: FIRST COMMUNITY BANCSHARES, INC.
The undersigned hereby irrevocably elects to exercise
___________________ Rights represented by this Right Certificate to purchase
the Common Shares issuable upon the exercise of such Rights and requests that
certificates for such Common Shares be issued in the name of:
Please insert social security
or other identifying number
- -----------------------------------------------------------------------------
(Please print name and address)
- -----------------------------------------------------------------------------
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
- -----------------------------------------------------------------------------
(Please print name and address)
- -----------------------------------------------------------------------------
Dated: ______________________, 19____
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Signature
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Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
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