BY CMTY IN THIS AGREEMENT CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING.
ARTICLE V-
COVENANTS OF THE PARTIES
5.01 CONDUCT OF PRFS'S BUSINESS.
THROUGH THE CLOSING DATE, PRFS SHALL, AND
SHALL CAUSE EACH PRFS SUBSIDIARY TO, IN ALL MATERIAL RESPECTS, CONDUCT ITS
BUSINESSES AND ENGAGE IN TRANSACTIONS ONLY IN THE ORDINARY COURSE AND CONSISTENT
WITH PAST PRACTICE, EXCEPT AS OTHERWISE REQUIRED OR CONTEMPLATED BY THIS
AGREEMENT OR WITH THE WRITTEN CONSENT OF CMTY.
PRFS SHALL, AND SHALL CAUSE EACH
PRFS SUBSIDIARY TO, USE ITS REASONABLE GOOD FAITH EFFORTS TO PRESERVE ITS
BUSINESS ORGANIZATION INTACT, MAINTAIN GOOD RELATIONSHIPS WITH EMPLOYEES, AND
PRESERVE THE GOOD
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WILL OF CUSTOMERS OF PRFS OR THE PRFS SUBSIDIARIES AND OTHERS WITH WHOM BUSINESS
RELATIONSHIPS EXIST.
THROUGH THE CLOSING DATE, EXCEPT AS OTHERWISE CONSENTED TO
IN WRITING BY CMTY (SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) OR AS
PERMITTED BY THIS AGREEMENT, PRFS SHALL NOT, AND SHALL NOT PERMIT ANY PRFS
SUBSIDIARY TO:
(A)
CHANGE ANY PROVISION OF ITS ARTICLES OF INCORPORATION OR OF ITS BYLAWS;
(B)
CHANGE THE NUMBER OF AUTHORIZED OR ISSUED SHARES OF ITS CAPITAL STOCK;
REPURCHASE ANY SHARES OF CAPITAL STOCK; OR ISSUE OR GRANT ANY OPTION, WARRANT,
CALL, COMMITMENT, SUBSCRIPTION, RIGHT OR AGREEMENT OF ANY CHARACTER RELATING TO
ITS AUTHORIZED OR ISSUED CAPITAL STOCK OR ANY SECURITIES CONVERTIBLE INTO SHARES
OF CAPITAL STOCK; DECLARE, SET ASIDE OR PAY ANY DIVIDEND OR OTHER DISTRIBUTION
IN RESPECT OF CAPITAL STOCK; OR REDEEM OR OTHERWISE ACQUIRE ANY SHARES OF PRFS
CAPITAL STOCK; EXCEPT THAT:
(I)
PRFS MAY ISSUE SHARES OF PRFS COMMON STOCK UPON THE VALID EXERCISE OF ANY
PRFS OPTIONS ISSUED AND OUTSTANDING ON THE DATE HEREOF;
(II)
PRFS MAY DECLARE AND PAY QUARTERLY CASH DIVIDENDS AT A RATE OF $0.22 PER
SHARE EACH QUARTER UNTIL THE CLOSING DATE IN ACCORDANCE WITH PAST PRACTICE (THE
"QUARTERLY PER SHARE DIVIDEND AMOUNT");
(III)
SUBJECT TO APPLICABLE REGULATORY RESTRICTIONS, IF ANY, BLUE BALL MAY PAY
CASH DIVIDENDS TO PRFS SUFFICIENT FOR PRFS TO FUND ANY DIVIDEND BY PRFS
PERMITTED HEREUNDER;
(IV)
ANY PRFS SUBSIDIARY MAY PAY DIVIDENDS TO PRFS IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE;
(V)
NOTHING SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED TO PERMIT PRFS
SHAREHOLDERS TO RECEIVE TWO QUARTERLY DIVIDENDS EITHER FROM PRFS OR FROM PRFS
AND CMTY IN ANY CALENDAR QUARTER OR TO DENY OR PROHIBIT THEM FROM RECEIVING ONE
QUARTERLY DIVIDEND FROM PRFS OR CMTY IN ANY CALENDAR QUARTER, AND THE PARTIES
SHALL COOPERATE WITH ONE ANOTHER TO COORDINATE QUARTERLY DIVIDEND PAYMENT DATES
AND RECORD DATES IN THE QUARTER IN WHICH THE CLOSING DATE IS REASONABLY
ANTICIPATED TO OCCUR TO ACHIEVE SUCH RESULTS;
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(C)
GRANT ANY SEVERANCE OR TERMINATION PAY TO (EXCEPT UNDER THE AGREEMENTS
IDENTIFIED IN PRFS DISCLOSURE SCHEDULE 5.01(C) AND OTHER THAN PURSUANT TO
POLICIES OR AGREEMENTS OF PRFS OR ANY PRFS SUBSIDIARY IN EFFECT ON THE DATE
HEREOF)