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EXHIBIT 4.3
CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
UNIONBANCORP, INC.
PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
UNIONBANCORP, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of
Section 103 thereof, DOES HEREBY CERTIFY:
That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate of Incorporation of the said
Corporation, the said Board of Directors on August 5, 1996, adopted the
following resolution creating a series of 2,765 shares of Preferred Stock
designated as "Series A Convertible Preferred Stock":
RESOLVED, that pursuant to the authority vested in the Board
of Directors of this Corporation in accordance with the provisions
of the Certificate of Incorporation, a series of Preferred Stock,
no par value per share, of the Corporation be and hereby is
created, and that the designation and number of shares thereof and
the voting and other powers, preferences and relative,
participating, optional or other rights of the shares of such
series and the qualifications, limitations and restrictions
thereof are as follows:
SERIES A CONVERTIBLE PREFERRED STOCK
1. ISSUANCE. The board of directors (the "Board") of UnionBancorp,
Inc., a Delaware corporation (the "Company"), has designated 2,765 shares of
the Company's authorized and unissued preferred stock as "Series A
Convertible Preferred Stock," has authorized such shares for issuance at a
price of $1,000 per share (the "Series A Preferred Stock") and has determined
that no further shares of Series A Preferred Stock shall be issued.
2. DIVIDENDS. (a) The holders of record of the then outstanding shares
of Series A Preferred Stock shall be entitled to receive when, as and if
declared by the Board out of any funds legally available therefor, cumulative
dividends at the annual rate of $75.00 per share payable in four equal cash
payments on the 20th day (or if not a business day, as defined below, on the
next business day thereafter) of April, July, October and January commencing
October, 1996, provided, however, that any such quarterly cash payment shall be
prorated with respect to any shares of Series A Preferred Stock that were
outstanding less than the total number of days in the calendar quarter
immediately preceding any such payment date. The amount of any such prorated
cash payment shall be computed on the basis of the actual number of days in any
calendar quarter during which such shares of Series A Preferred Stock were
outstanding. Each such dividend shall be payable to holders of record as they
appear on the stock books of the Company on such record dates, not less than 10
and not more than 60 days preceding the dividend payment date, as shall be
fixed by the Board. No dividends, other than those payable solely in the
Company's common stock, $1.00 par value ("Common Stock"), shall be paid during
any fiscal year of the Company with respect to shares of Common Stock or any
other security issued by the Company, except for outstanding shares of the
Company's Series B Preferred Stock (the "Series B Preferred Stock"), until
dividends in the total amount of $75.00 per share on Series A Preferred Stock
shall have been paid. Such dividends shall accrue on each share of Series A
Preferred Stock from the date of issuance and from day to day thereafter,
whether or not earned or declared. Notwithstanding the foregoing, such
dividends shall be cumulative so that if such dividends in respect of any
previous or current annual dividend period, at the annual rate specified above,
shall not have been paid or
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declared and a sum sufficient for the payment thereof set apart, the
deficiency for any prior year and the amount owed in the current year shall
first be fully paid before any dividend or other distribution shall be paid on
or declared and set apart for the shares of Common Stock. A "business day"
shall be deemed to be any day when trading of securities occurs on the New York
Stock Exchange.
(b) Unless full dividends on Series A Preferred Stock for all past
dividend periods and the then current dividend period shall have been paid or
declared and a sum sufficient for the payment thereof set apart: no dividend
whatsoever whether in cash, securities or other property (other than a dividend
payable solely in shares of Common Stock) shall be paid or declared and set
aside for payment, and no distribution shall be made, on any shares of Common
Stock or other class of preferred stock authorized after the date hereof except
for the Series B Preferred Stock; and no shares of Common Stock or other class
of preferred stock authorized after the date hereof, except the Series B
Preferred Stock, shall be purchased, redeemed or otherwise acquired by the
Company and no funds shall be paid into or set aside or made available for a
sinking fund for the purchase, redemption or other acquisition thereof without
the approval of the holders of at least a majority of the then outstanding
shares of Series A Preferred Stock.
(c) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (b) of this Section 2,
purchase or otherwise acquire such shares at such time and such manner.
3. CONVERSION. The holders of Series A Preferred Stock shall have the
following conversion rights (the "Conversion Rights") and be subject to the
following provisions with respect to the conversion of the shares of Series A
Preferred Stock:
(a) RIGHT TO CONVERT. The shares of Series A Preferred Stock shall be
convertible at the holder's option into the number of fully paid and
nonassessable shares of Common Stock that is calculated in accordance with the
terms of this Section 3. Unless earlier permitted by the Company, the
outstanding shares of Series A Preferred Stock are convertible at the holder's
option after the fourth anniversary of the date of issuance. The number of
shares of Common Stock into which the outstanding Series A Preferred Stock is
convertible shall be determined for all purposes on the first date such shares
of Series A Preferred Stock become convertible (referred to as the
"Determination Date"). Notwithstanding the occurrence of the Determination
Date for any outstanding shares of Series A Preferred Stock, the holder of such
shares may continue to hold these shares of Series A Preferred Stock and may at
any time thereafter, subject to the provisions of this Section 3, convert those
shares into Common Stock.
(b) CONVERSION PRICE. The Conversion Price shall be equal to 1.075
times the per share book value of Common Stock, computed in accordancewith
generally accepted accounting principles, as of the end of the month immediately
prior to the Determination Date. Each share of Series A Preferred Stock shall
be convertible into the number of shares of Common Stock that results from
dividing $1,000 by the Conversion Price.
(c) MECHANICS OF VOLUNTARY CONVERSION; UNPAID DIVIDENDS.
(i) Before any holder of shares of Series A Preferred Stock shall
be entitled to convert the same into shares of Common Stock, he shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Company or of any transfer agent of Series A Preferred Stock or Common
Stock, with a written notice that he elects to convert the same and shall state
therein the number of shares of Series A Preferred Stock being converted and the
name or names in which the certificate or certificates for shares of Common
Stock are to be issued. Except as otherwise expressly provided for herein, the
date the Company receives such surrendered certificates and written notice shall
be deemed to be the Conversion Date. Thereupon the Company shall promptly issue
and deliver at such office to such holder of shares of Series A Preferred Stock
or to the nominee or nominees of such holder a certificate or certificates
representing: the number of shares of Common Stock to which he
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shall be entitled; and any shares of Series A Preferred Stock that were
represented by any certificate surrendered as required by the provisions of
this paragraph, but which were not converted and which he continues to own.
(ii) Such conversion shall be deemed to have been made immediately
prior to the close of business on the Conversion Date and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date. A holder of shares of Series A
Preferred Stock who surrenders shares of Series A Preferred Stock for conversion
shall be entitled to receive from the Company on the date of such surrender an
amount in cash equal to the accrued dividends on such surrendered shares of
Series A Preferred Stock through such Conversion Date, less the aggregate amount
of dividends which would have accrued since the last dividend payment date for
Series A Preferred Stock on the number of shares of the Common Stock into which
such shares of Series A Preferred Stock are converted if dividends on such
shares of Common Stock accrued at an annual rate based upon the dividends paid
by the Company on the Common Stock for the most recently ended fiscal period for
which Common Stock dividends were paid, but any future dividends with respect to
the surrendered shares of Series A Preferred Stock shall cease to accrue after
such surrender and all rights with respect to such shares shall forthwith after
such surrender terminate.
(d) ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the event the
Company at any time or from time to time after the Issuance Date shall make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in securities of
the Company other than shares of Common Stock, then and in each such event
provision shall be made so that the holders of Series A Preferred Stock shall
receive upon conversion thereof in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Company that they
would have received had their Series A Preferred Stock been converted into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the conversion date, retained such
securities receivable by them as aforesaid during such period giving
application to all adjustments called for during such period under this
paragraph 3 with respect to the rights of the holders of Series A Preferred
Stock.
(e) ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE OR SUBSTITUTION. If the
shares of Common Stock issuable upon the conversion of the shares of Series A
Preferred Stock shall be changed into the same or a different number of shares
of any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than an event provided for elsewhere in
this paragraph 3), then and in each such event the holder of each share of
Series A Preferred Stock shall have the right thereafter to convert such share
into the kind and amounts of shares of stock and other securities and property
receivable upon such reorganization, reclassification or other change, by
holders of the number of shares of Common Stock into which such shares of Series
A Preferred Stock might have been converted immediately prior to such
reorganization, reclassification or change, all subject to further adjustment as
provided herein.
(f) REORGANIZATION, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If at a
ny time or from time to time there shall be a capital reorganization of the
Common Stock (other than an event provided for elsewhere in this paragraph 3)
or a merger, consolidation or statutory exchange of securities of the Company
with or into another corporation, or the sale of all or substantially all the
Company's properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the holders of Series A Preferred Stock shall thereafter be entitled to receive
upon conversion of the shares of Series A Preferred Stock, the number of shares
of stock or other securities or property of the Company, or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of that number of shares of Common Stock deliverable upon conversion of
the shares of Series A Preferred Stock would have been entitled on such capital
reorganization, merger, consolidation or sale. In any such case, appropriate
adjustment shall be made in the application of the provisions of this paragraph
3 with respect to the rights of the holders of Series A Preferred Stock after
the reorganization, merger, consolidation or sale to the end that the provisions
of this paragraph 3 (including, if necessary, adjustment of the Conversion Price
then in effect and the number of shares purchasable upon
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conversion of the shares of Series A Preferred Stock) shall be applicable after
that event as nearly equivalent as may be practicable. The foregoing
provisions shall similarly apply to successive consolidations, mergers,
statutory exchanges, sales or conveyances.
(g) SALE OF SHARES BELOW CONVERSION PRICE.
(i) If at any time or from time to time after the Issuance Date,
the Company shall issue or sell Additional Shares of Common Stock (as
hereinafter defined), other than as a dividend as provided in paragraph 3(e)
above, for a consideration per share less than the then existing Conversion
Price for Series A Preferred Stock (or, if an adjusted Conversion Price shall be
in effect by reason of a previous adjustment, then less than such adjusted
Conversion Price), then and in each case the then applicable Conversion Price
for Series A Preferred Stock shall be reduced, as of the opening of business on
the date of such issue or sale, to a price determined by multiplying the
Conversion Price by a fraction, the numerator of which shall be the sum of:
the number of shares of Common Stock outstanding immediately prior to such issue
or sale; plus the number of shares of Common Stock that the aggregate
consideration received by the Company for the total number of Additional Shares
of Common Stock so issued would purchase at the Conversion Price, and the
denominator of which shall be the sum of: (X) the number of shares of Common
Stock outstanding immediately prior to such issue or sale; plus (Y) the number
of such Additional Shares of Common Stock so issued.
(ii) For the purpose of making any adjustment in the Conversion
Price or number of shares of Common Stock purchasable on the conversion of the
shares of Series A Preferred Stock as provided above, the consideration
received by the Company for any issue or sale of securities shall:
(A) to the extent it consists of cash, be computed at the net
amount of cash received by the Company after deduction of any underwriting or
similar commissions, concessions or compensation paid or allowed by the Company
in connection with such issue or sale;
(B) to the extent it consists of services or property other
than cash, be computed at the fair value of such services or property as
determined in good faith by the Board; and
(C) if Additional Shares of Common Stock, Convertible
Securities (as defined below), or rights or options to purchase either
Additional Shares of Common Stock or Convertible Securities are issued or sold
together with other stock or securities or other assets of the Company for a
consideration that covers both, be computed as the portion of the consideration
so received that may be reasonably determined in good faith by the Board to be
allocable to such Additional Shares of Common Stock, Convertible Securities or
rights or options.
(iii) For the purpose of the adjustment provided in subparagraph
(i) of this paragraph 3(g), if at any time or from time to time after the
Issuance Date the Company shall issue any rights or options for the purchase of,
or stock or other securities convertible into, Additional Shares of Common Stock
(such convertible stock or securities being referred to as "Convertible
Securities"), then, in each case, if the Effective Price (as defined below) of
such rights, options or Convertible Securities shall be less than the then
existing Conversion Price for Series A Preferred Stock, the Company shall be
deemed to have issued at the time of the issuance of such rights or options or
Convertible Securities the maximum number of Additional Shares of Common Stock
issuable upon exercise or conversion thereof and to have received as
consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Company for the rights or
options or Convertible Securities, plus, in the case of such options or rights,
the minimum amounts of consideration, if any, payable to the Company upon
exercise or conversion of such options or rights. For purposes of the
foregoing, "Effective Price" shall mean the quotient determined by dividing the
total of all such consideration by such maximum number of Additional Shares of
Common Stock. No further adjustment of the Conversion Price adjusted upon the
issuance of such rights, options or Convertible Securities shall be made as a
result of the actual issuance of Additional Shares of Common Stock on the
exercise of any such rights or options or the conversion of any such Convertible
Securities. If any
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such rights or options or the conversion privilege represented by any such
Convertible Securities shall expire without having been exercised, the
Conversion Price adjusted upon the issuance of such rights, options or
Convertible Securities shall be readjusted to the Conversion Price that would
have been in effect had an adjustment been made on the basis that the only
Additional Shares of Common Stock so issued were the Additional Shares of
Common Stock, if any, actually issued or sold on the exercise of such rights or
options or rights of conversion of such Convertible Securities, and such
Additional Shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise, plus the
consideration, if any, actually received by the Company for the granting of all
such rights or options, whether or not exercised, plus the consideration
received for issuing or selling the Convertible Securities actually converted
plus the consideration, if any, actually received by the Company on the
conversion of such Convertible Securities.
(iv) For the purpose of the adjustment provided for in
subparagraph (i) of this paragraph 3(g), if at any time or from time to
time after the Issuance Date the Company shall issue any rights or options for
the purchase of Convertible Securities, then, in each such case, if the
Effective Price thereof is less than the current Conversion Price, the Company
shall be deemed to have issued at the time of the issuance of such rights or
options the maximum number of Additional Shares of Common Stock issuable upon
conversion of the total amount of Convertible Securities covered by such rights
or options and to have received as consideration for the issuance of such
Additional Shares of Common Stock an amount equal to the amount of
consideration, if any, received by the Company for the issuance of such rights
or options, plus the minimum amounts of consideration, if any, payable to the
Company upon the conversion of such Convertible Securities. For purposes of the
foregoing, "Effective Price" shall mean the quotient determined by dividing the
total amount of such consideration by such maximum number of Additional Shares
of Common Stock. No further adjustment of such Conversion Price adjusted upon
the issuance of such rights or options shall be made as a result of the actual
issuance of the Convertible Securities upon the exercise of such rights or
options or upon the actual issuance of Additional Shares of Common Stock upon
the conversion of such Convertible Securities. The provisions of subparagraph
(iii) of this paragraph 3(h) for the readjustment of such Conversion Price upon
the expiration of rights or options or the rights of conversion of Convertible
Securities, shall apply mutatis mutandis to the rights, options and Convertible
Securities referred to in this subparagraph (iv).
(h) DEFINITION OF ADDITIONAL SHARES. The term "Additional Shares of
Common Stock" as used herein shall mean all shares of Common Stock issued or
deemed issued by the Company after the Issuance Date, whether or not
subsequently reacquired or retired by the Company, other than: shares of
Common Stock issued upon conversion of the shares of Series A Preferred Stock;
any shares of Common Stock (as adjusted for all stock dividends, stock splits,
subdivisions and combinations) issued to employees, officers, directors,
consultants or other persons performing services for the Company (if so issued
solely because of any such person's status as an officer, director, employee,
consultant or other person performing services for the Company and not as part
of any general offering of the Company's securities) pursuant to any stock
option plan, stock purchase plan or management incentive plan, agreement or
arrangement approved by the Board; and (iii) any shares of Common Stock issued
by the Company as full or partial consideration by the Company in connection
with a merger, consolidation, purchase of assets or other transaction resulting
in the acquisition by the Company of greater than 25% of the voting securities
of any other corporation, financial institution or other entity, provided that
the Common Stock used in such transaction is valued for purposes thereof at not
less than its then book value.
(i) ACCOUNTANTS' CERTIFICATE OF ADJUSTMENT. In each case of an
adjustment or readjustment of the Conversion Price for the number of shares
of Common Stock or other securities issuable upon conversion of the shares of
Series A Preferred Stock, the Company, at its expense, shall cause independent
certified public accountants of recognized standing selected by the Company (who
may be the independent certified public accountants then auditing the books of
the Company) to compute such adjustment or readjustment in accordance herewith
and prepare a certificate showing such adjustment or readjustment, and shall
mail such certificate, by first class mail, postage prepaid, to each registered
holder of shares of Series A Preferred Stock at the holder's address as shown on
the Company's books. The certificate shall set forth such adjustment or
readjustment, showing in detail the facts upon
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which such adjustment or readjustment is based including a statement of: (i)
the consideration received or to be received by the Company for any Additional
Shares of Common Stock issued or sold or deemed to have been issued or sold;
the Conversion Price at the time in effect for each series of Series A
Preferred Stock; and the number of Additional Shares of Common Stock and the
type and amount, if any, of other property which at the time would be received
upon conversion of the shares of Series A Preferred Stock.
(j) NOTICES OF RECORD DATE. In the event of any taking by the Company
of a record of the holders of any class or series of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or any reclassification or recapitalization of
the capital stock of the Company, any merger, consolidation or share exchange
involving the Company, or any transfer of all or substantially all the assets
of the Company to any other corporation, entity or person, or any voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company, the Company shall mail to each holder of shares of Series A Preferred
Stock (other than any such holder who is also a holder of record, or the
affiliate of a holder of record, of shares of Common Stock, or is a director or
executive officer, or an affiliate of a director or executive officer, of the
Company) at least 30 days prior to the record date specified therein, a notice
specifying: the date on which any such record is to be taken for the purpose of
such dividend or distribution and a description of such dividend or
distribution; the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up is
expected to become effective; and the time, if any is to be fixed, as to when
the holders of record of Common Stock (or other securities) shall be entitled
to exchange their shares of Common Stock (or other securities) for securities
or other property deliverable upon such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up.
(k) FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued upon conversion of shares of Series A Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the Company
shall pay cash equal to the product of such fraction multiplied by the
Conversion Price on the Conversion Date. Whether or not the fractional shares
are issuable upon such conversion shall be determined on the basis of the total
number of shares of Series A Preferred Stock the holder is at the time
converting into shares of Common Stock and the number of shares of Common Stock
issuable upon such aggregate conversion.
(l) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of Series A Preferred Stock, such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock. As a condition precedent to
the taking of any action which would cause an adjustment to the Conversion
Price, the Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient in order that it
may validly and legally issue the shares of its Common Stock issuable based
upon such adjusted Conversion Price.
(m) NOTICES. Any notice required or permitted by the provisions of this
paragraph 3 to be given to the holder of shares of Series A Preferred Stock or
the Company, respectively, shall be deemed given when personally delivered to
such holder or the Company or five business days after the same has been
deposited in the United States mail, first class postage prepaid and addressed
to each holder of record at his address appearing on the books of the Company
or the Company's registered office in the state of Illinois, as the case may
be, provided, however, that the written notice to be delivered to the Company
by the holder of shares of Series A Preferred Stock in connection with the
conversion of such stock shall be effective only upon actual receipt by the
Company.
(n) PAYMENT OF TAXES. The Company will pay all taxes and other
governmental charges (other than taxes measured by the revenue or income of the
holders of shares of Series A Preferred Stock) that may be imposed in respect
of the issue or delivery of shares of Common Stock upon conversion of shares of
Series A Preferred Stock.
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(o) NO DILUTION OR IMPAIRMENT. The Company shall not amend its
Certificate of Incorporation or participate in any reorganization,
recapitalization, transfer of assets, consolidation, merger, share exchange,
dissolution, issue or sale of securities or any other voluntary action, for the
purpose of avoiding or seeking to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in carrying out all such action as may be reasonably
necessary or appropriate to protect the conversion rights of the holders of
shares of Series A Preferred Stock against dilution or other impairment.
(p) DUTY TO MAKE FAIR ADJUSTMENTS IN CERTAIN CASES. If any event occurs
as to which the other provisions of this paragraph 3 are not strictly
applicable or if strictly applicable would not fairly protect the Conversion
Rights of the holders of shares of Series A Preferred Stock in accordance with
the essential intent and principles of such provisions, then the Board shall
make an adjustment in the application of such provisions, in accordance with
such essential intent and principles, so as adequately to protect such
Conversion Rights.
4. VOTING RIGHTS. The holders of each share of Series A Preferred Stock
shall not be entitled to vote, except: as required by law; to approve the
authorization or issuance of any shares of any class or series of stock which
ranks senior or on a parity with, the Series A Preferred Stock in respect of
dividends and distributions upon the dissolution, liquidation or winding up of
the Company; and the holders of Series A Preferred Stock shall have full
voting rights in the following situations: during any period of time when two
dividend payments on shares of Series A Preferred Stock have accrued but have
remained unpaid; upon conversion of the shares of Series A Preferred Stock
into shares of Common Stock; and if the holders of Common Stock vote on a
proposal to merge or otherwise enter into a transaction with a third party
pursuant to which Union is not the surviving entity. In such event, the holder
of shares of Series A Preferred Stock shall be entitled to notice of any
holders' meeting in accordance with the bylaws of the Company unless such
holder is also a holder of record, or the affiliate of a holder of record, of
shares of Common Stock, or is a director or executive officer, or an affiliate
of a director or executive officer, of the Company, and shall be entitled to a
number of votes equal to the number of full shares of Common Stock into which
such shares of Series A Preferred Stock are fully convertible pursuant to
paragraph 3 above, at the record date for the determination of stockholders
entitled to vote on such matters or, if no such record date is established, at
the date such vote is taken or any written consent of stockholders is
solicited.
(b) Notwithstanding anything contained herein to the contrary, the
holders of Series A Preferred Stock shall vote as a separate class when
required by law and to approve the matters set forth in Section 4(a)(ii).
In such circumstances, the affirmative vote of the holders of a majority (or
such greater percentage as may be required by law or the Company's certificate
of incorporation or bylaws) of the Common Stock and of the voting rights
provided in this Section for the Series A Preferred Stock, with each voting
separately as a class, shall be necessary to approve such proposed action. In
all other circumstances described in Section 4(a), the holders of Series A
Preferred Stock shall vote with the holders of Common Stock and the affirmative
vote of the holders of a majority (or such greater percentage as may be
required by law or the Company's certificate of incorporation or bylaws) of the
Common Stock and of the voting rights provided in this Section for the Series A
Preferred Stock, voting together as a single group, shall be necessary to
approve such proposed action.
5. LIQUIDATION. Upon the dissolution, liquidation or winding up of the
Company, whether voluntary or involuntary, the holders of shares of Series A
Preferred Stock shall be entitled to receive out of the assets of the Company
available for distribution to stockholders, the amount of $1,000 per share,
plus any dividends whether or not declared or due which have accrued thereon
through the date of such distribution, but which remain unpaid, before any
payment or distribution shall be made on shares of Common Stock or any other
securities issued by the Company, except that holders of shares of Series A
Preferred Stock shall share pro rata in any such payment or distribution with
the holders of Series B Preferred Stock. In the event the assets of the
Company available for distribution to the holders of shares of Series A
Preferred Stock upon any dissolution, liquidation or winding up of the Company
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to this
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paragraph, then all of the assets of the Company to be distributed shall be
distributed ratably to the holders of Series A Preferred Stock and Series B
Preferred Stock. After the payment to the holders of the shares of Series A
Preferred Stock of the full amounts provided for in this paragraph, the holders
of shares of Series A Preferred Stock as such shall have no right or claim to
any of the remaining assets of the Company.
6. INFORMATION RIGHTS. The holders of shares of Series A Preferred Stock
shall be entitled to receive audited annual financial statements of the
Company, as soon as such statements become available.
IN WITNESS WHEREOF, the undersigned have executed this Certificate
this 2nd day of August, 1996.
ATTEST UNIONBANCORP, INC.
By: \s\ Charles J. Grako By: \s\ R. Scott Grigsby
-------------------- --------------------
Charles J. Grako R. Scott Grigsby
Secretary/Treasurer President and Chief
Executive Officer
STATE OF ILLINOIS )
) SS:
COUNTY OF LA SALLE )
BE IT REMEMBERED that, on _______________, 1996, before me, a Notary
Public duly authorized by law to take acknowledgement of deeds, personally came
each of R. Scott Grigsby and Charles J. Grako, the President and Chief
Executive Officer and the Secretary/Treasurer of UnionBancorp, Inc.,
respectively, who duly signed the foregoing instrument before me and
acknowledged that such signing is his respective act and deed, that such
instrument as executed is the act and deed of said corporation and that the
facts stated therein are true.
GIVEN under my hand on _______________, 1996.
______________________________________
Notary Public
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