Exhibit 4.3
WESTBOROUGH FINANCIAL SERVICES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MASSACHUSETTS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF
COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF
WESTBOROUGH FINANCIAL SERVICES, INC.
(the "Corporation"), a corporation formed under the laws of the State of
Massachusetts. The shares represented by this Certificate are transferrable only
on the stock transfer books of the Corporation by the holder of record hereof,
or by his or her duly authorized attorney or legal representative, upon the
surrender of this Certificate properly endorsed. This Certificate is not valid
until countersigned and registered by the Corporation's transfer agent and
registrar. The shares represented by this Certificate are not insured by the
Federal Deposit Insurance Corporation or by any other government agency.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signature of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
Dated:
By: By:
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Corporate Secretary President and
Chief Executive Officer
RESTRICTION
[Note: to be used only on certain shares]
The shares, or any interest therein, represented by this Certificate may
not be sold or otherwise disposed of, directly or indirectly, by the registered
holder hereof for a period of one year from the date of issuance hereof, except
in the event of the death or judicial declaration of incompetency of the
registered holder.
WESTBOROUGH FINANCIAL SERVICES, INC.
The shares represented by this Certificate are issued subject to all the
provisions of the Articles of Organization and Bylaws of WESTBOROUGH FINANCIAL
SERVICES, INC. (the "Corporation") as from time to time amended (copies of which
are on file at the principal office of the Corporation), to all of which the
holder by acceptance hereof assents. The following description constitutes a
summary of certain provisions of, and is qualified in its entirety by reference
to, the Articles of Organization.
The Articles of Organization of the Corporation contains certain
provisions, applicable upon the effective date of the reorganization of
Westborough Savings Bank from a Massachusetts mutual savings bank to a
Massachusetts stock savings bank and the concurrent acquisition by the
Corporation of all of the outstanding capital stock of The Westborough Bank,
that restrict persons from directly or indirectly acquiring or holding, or
attempting to acquire or hold, the beneficial ownership of, in excess of 10% of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors ("Voting Stock"), exclusive of the shares
beneficially owned by Westborough Bancorp, MHC. The Articles of Organization
contain a provision pursuant to which the holders of shares in excess of 10% of
the Voting Stock of the Corporation are limited to one hundredth (1/100) of one
vote per share with respect to such shares in excess of the 10% limitation. In
addition, the Corporation is authorized to refuse to recognize a transfer or
attempted transfer of any shares of Voting Stock to any person who beneficially
owns, or who the Corporation believes would become by virtue of such transfer
the beneficial owner of, in excess of 10% of the Voting Stock, exclusive of the
shares beneficially owned by Westborough Bancorp, MHC. These restrictions are
not applicable to underwriters in connection with a public offering of the
common stock, certain reorganization transactions described in the Articles of
Organization or to acquisitions of Voting Stock by the Corporation, any
majority-owned subsidiary of the Corporation, or any pension, profit-sharing,
stock bonus or other compensation plan maintained by the Corporation or by a
member of a controlled group of corporations or trades or businesses of which
the Corporation is a member for the benefit of the employees of the Corporation
and for any subsidiary, or any trust or custodial arrangement established in
connection with any such plan.
The Articles of Organization of the Corporation contains provisions
providing that the affirmative vote of the holders of at least 80% of the Voting
Stock of the Corporation may be required to approve certain business
combinations and other transactions with persons who directly or indirectly
acquire or hold the beneficial ownership of in excess of 10% of the Voting Stock
of the Corporation.
The Corporation will furnish to any shareholder upon written request and
without charge, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Such request may be made to the Corporation or to its
transfer agent and registrar.
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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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT.................Custodian...................
(Cust) (Minor)
under Uniform Gifts to Minors Act.............................
(State)
Additional abbreviations may also be used though not in the above list
For value received, _______________________________________________ hereby
sell(s), assign(s) and transfer(s) unto ________________________________________
__________________________________ shares of Common Stock evidenced by this
Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) ________
__________________________ as Attorney, to transfer the said shares on the books
of the herein named Corporation, with full power of substitution.
Date: ___________________________
Signature __________________________________________
Signature __________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the Certificate, in every
particular, without alteration or
enlargement, or any change whatsoever.