Exhibit 4.3
FORMED UNDER THE LAWS COMMON SHARES OF BENEFICIAL INTEREST
OF THE STATE OF MARYLAND
Par Value $1.00
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THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 039581 10 3
NEW YORK, NY AND RIDGEFIELD PARK, NJ
SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS AND
OTHER INFORMATION
[ARCHSTONE LOGO]
ARCHSTONE COMMUNITIES TRUST
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| This Certifies that |
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Fully paid and non-assessable common shares of beneficial interest, $1.00
par value per share, of Archstone Communities Trust, a real estate investment
trust formed under the laws of the State of Maryland (the "Trust") transferable
only on the books of the Trust by the holder hereof in person or by duly
authorized Attorney upon the surrender of this Certificate properly endorsed.
The Common Shares evidenced by this Certificate are subject to the Bylaws
of the Trust and the Amended and Restated Declaration of Trust, dated as of June
30, 1998 (the "Declaration of Trust"), such as amended from time to time, such
Declaration of Trust being filed and of record with the State Department of
Assessments and Taxation of Maryland and is hereby incorporated and made a part
of this Certificate. The holder hereof has no interest, legal or equitable, in
any specific property of the Trust.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.
Dated:
[SEAL OF ARCHSTONE COMMUNITIES TRUST]
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxxxx X. Xxxxx
SECRETARY CO-CHAIRMAN
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
IMPORTANT NOTICE
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ARCHSTONE COMMUNITIES TRUST
THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND SETS FORTH A FULL STATEMENT OF THE
INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS
ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (A) ALL OF THE
DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN
SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE
BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT
SERIES OF PREFERRED SHARES. THE TRUST XXXX XXXXXXX A COPY OF SUCH STATEMENT TO
ANY HOLDER OF SHARES WITHOUT CHARGE ON REQUEST TO THE TRUST AT ITS PRINCIPAL
PLACE OF BUSINESS.
The securities represented by this Certificate are subject to restrictions
on ownership and transfer for purposes of the Trust's maintenance of its status
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended. Except as otherwise provided pursuant to the Declaration of Trust, no
Person may beneficially own shares in excess of 9.8% (or such greater percentage
as may be determined by the Board of Trustees) of the number or value of the
outstanding shares of the Trust (unless such Person is an Existing Holder or an
Excluded Holder). Any Person who attempts or proposes to beneficially own shares
in excess of the above limitations must notify the Trust in writing at least 30
days prior to such proposed or attempted Transfer. In addition, share ownership
by and transfers of shares to non-U.S. persons are certain tenants of the Trust
are subject to certain restrictions. If the restrictions on transfer are
violated, the securities represented hereby shall be designated and treated as
Excess Shares which shall be held in trust by the Excess Share Trustee for the
benefit of the Charitable Beneficiary. Unless otherwise indicated, all
capitalized terms in this legend have the meanings defined in the Declaration of
Trust, a copy of which, including the restrictions on transfer, shall be
furnished to each Shareholder on request and without charge.
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 the right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- __________________________________________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
__________________________________________________________
(State)
UNIF TRF MIN ACT -- __________________________________________________________
(Cust) (Minor)
(until age ___) under Uniform Transfers to Minors Act
__________________________________________________________
(State)
Additional abbreviations may be used though not in the above list.
For Value Received, _____________________________hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
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 Trust with full
power of substitution in the premises.
Dated ________________________________
_________________________________________
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 whatever.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
PREFERRED SHARE PURCHASE RIGHTS (THE "RIGHTS"), AS SET FORTH IN A RIGHTS
AGREEMENT (THE "RIGHTS AGREEMENT"), DATED AS OF JULY 21, 1994, BETWEEN THE TRUST
AND CHEMICAL BANK, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE TRUST UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
LONGER BE EVIDENCED BY THIS CERTIFICATE. THE TRUST WILL MAIL TO THE HOLDER OF
THE CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A
WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO OR HELD BY ANY PERSON WHO IS, WAS, OR BECOMES AN
ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT), WHETHER HELD BY OR ON BEHALF OF SUCH PERSON OR
ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.
