NOTES, AGREEMENTS OR OTHER EVIDENCES OF INDEBTEDNESS
WHICH ARE TRUE, GENUINE AND CORRECT, AND TO THE EXTENT SECURED, ARE SECURED BY
VALID LIENS AND SECURITY INTERESTS WHICH HAVE BEEN PERFECTED, EXCLUDING LOANS AS
TO WHICH THE FAILURE TO SATISFY THE FOREGOING STANDARDS WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
4.23 REORGANIZATION.
AS OF THE DATE HEREOF, CMTY DOES NOT HAVE ANY REASON TO
BELIEVE THAT THE MERGER WILL FAIL TO QUALIFY AS A REORGANIZATION UNDER
SECTION 368(A) OF THE IRC.
CMTY SHALL NOT TAKE ANY ACTION WHICH WOULD PRECLUDE
THE MERGER FROM QUALIFYING AS A REORGANIZATION WITHIN THE MEANING OF SECTION 368
OF THE IRC.
4.24 FAIRNESS OPINION.
CMTY HAS RECEIVED A WRITTEN OPINION FROM SANDLER TO THE
EFFECT THAT, AS OF THE DATE HEREOF, THE CONSIDERATION TO BE PAID BY CMTY
PURSUANT TO THIS AGREEMENT IS FAIR, FROM A FINANCIAL POINT OF VIEW, TO CMTY AND
THE CMTY SHAREHOLDERS.
4.25 CMTY COMMON STOCK.
THE SHARES OF CMTY COMMON STOCK TO BE ISSUED AND
DELIVERED TO PRFS SHAREHOLDERS IN ACCORDANCE WITH THIS AGREEMENT, AND THE SHARES
OF CMTY COMMON STOCK ISSUABLE PURSUANT TO THE ADJUSTED PRFS OPTIONS, WHEN SO
ISSUED AND DELIVERED, WILL BE VALIDLY AUTHORIZED AND ISSUED AND FULLY PAID AND
NON-ASSESSABLE, AND NO SHAREHOLDER OF CMTY SHALL HAVE ANY PRE-EMPTIVE RIGHT WITH
RESPECT THERETO.
4.26 SECURITIES DOCUMENTS.
CMTY HAS DELIVERED TO OR MADE AVAILABLE TO PRFS
COPIES OF:
(A)
THE ANNUAL REPORTS TO SHAREHOLDERS FOR THE YEARS 2001, 2002 AND 2003 THAT
WERE DELIVERED WITH ITS PROXY STATEMENTS FOR SUCH YEARS;
(B)
ALL OTHER REPORTS, REGISTRATION STATEMENTS AND FILINGS OF CMTY FILED WITH
THE SEC SINCE JANUARY 1, 2004; AND
56
(C)
CMTY'S PROXY MATERIALS USED IN CONNECTION WITH ITS MEETINGS OF SHAREHOLDERS
HELD IN 2003 AND 2004.
Such reports and proxy materials complied, in all material respects, and any
future SEC reports, filings, and proxy materials will comply, in all material
respects, with the rules and regulations of the SEC to the extent applicable
thereto.
All such SEC reports, filings and proxy materials did not and will
not, at the time of their filing, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances in which they
were made, not misleading.
4.27 RIGHTS AGREEMENT.
NO EVENT OR CIRCUMSTANCE HAS OCCURRED RESULTING IN, AND
NEITHER THE EXECUTION NOR CONSUMMATION OF THIS AGREEMENT BY CMTY WILL RESULT IN
THE GRANT, ISSUANCE OR TRIGGERING OF ANY RIGHT OR ENTITLEMENT OR THE OBLIGATION
TO GRANT OR ISSUE ANY INTEREST IN CMTY COMMON STOCK OR ENABLE OR ALLOW ANY RIGHT
OR OTHER INTEREST ASSOCIATED WITH THE RIGHTS AGREEMENT TO BE EXERCISED,
DISTRIBUTED OR TRIGGERED.
4.28 "WELL CAPITALIZED".
CMTY AND COMMUNITY BANKS ARE "WELL CAPITALIZED" WITHIN
THE MEANING OF THE FRB'S AND FDIC'S REGULATIONS, RESPECTIVELY. CMTY AND
COMMUNITY BANKS WILL BE "WELL CAPITALIZED" ON THE CLOSING DATE.
4.29 QUALITY OF REPRESENTATIONS.
TO THE KNOWLEDGE OF CMTY, NO REPRESENTATION
MADE