AFTER THE OCCURRENCE OF ANY EVENT WHICH,
IF SUCH EVENT HAD OCCURRED PRIOR TO THE DATE HEREOF, WOULD HAVE BEEN DISCLOSED
ON SUCH SCHEDULE.
64
5.07 OTHER UNDERTAKINGS BY CMTY AND PRFS.
(A)
UNDERTAKINGS OF PRFS.
(I)
SHAREHOLDER APPROVAL.
PRFS SHALL SUBMIT THIS AGREEMENT TO ITS SHAREHOLDERS
FOR APPROVAL AT A MEETING (THE "PRFS SHAREHOLDERS MEETING") WITH THE
RECOMMENDATION (UNLESS IT BELIEVES, AFTER CONSULTATION WITH ITS LEGAL COUNSEL,
THAT SUCH RECOMMENDATION COULD REASONABLY VIOLATE THE PRFS BOARD OF DIRECTORS'
FIDUCIARY DUTIES) OF ITS BOARD OF DIRECTORS TO SUCH SHAREHOLDERS TO APPROVE THIS
AGREEMENT.
THE PRFS SHAREHOLDERS MEETING SHALL BE HELD NOT LATER THAN 45 DAYS
(SUBJECT TO THE EFFECTIVENESS OF THE REGISTRATION STATEMENT) AFTER ALL CONSENTS
OF REGULATORY AUTHORITIES HAVE BEEN RECEIVED AND ALL OTHER CONDITIONS HAVE BEEN
SATISFIED OR WAIVED (OTHER THAN THOSE CONDITIONS WHICH ARE TO BE FULFILLED AT
THE CLOSING). IN THE EVENT PRFS RECEIVES AN ACQUISITION PROPOSAL AND IT HAS NOT
VIOLATED SECTION 5.05 OF THIS AGREEMENT, NOTHING SET FORTH IN THIS AGREEMENT
SHALL PROHIBIT PRFS FROM SUBMITTING AN ACQUISITION PROPOSAL TO ITS SHAREHOLDERS
FOR CONSIDERATION.
(II)
PHASE I ENVIRONMENTAL AUDIT.
PRFS SHALL PERMIT CMTY, IF CMTY ELECTS TO DO
SO, AT ITS OWN COST AND EXPENSE, TO CAUSE A "PHASE I ENVIRONMENTAL AUDIT" TO BE
PERFORMED AT ANY PHYSICAL LOCATION OWNED OR OCCUPIED BY PRFS OR ANY PRFS
SUBSIDIARY; PROVIDED THAT CMTY SHALL OBTAIN, WITH THE ASSISTANCE OF PRFS, ANY
CONSENTS OR APPROVALS REQUIRED BY ANY LANDLORD THAT LEASES ANY SUCH PHYSICAL
LOCATION TO PRFS OR A PRFS SUBSIDIARY.
(III)
DIVIDEND REINVESTMENT PLAN.
AS SOON AS LEGALLY PERMISSIBLE AFTER THE
DATE OF THIS AGREEMENT, PRFS SHALL SUSPEND THE OPERATION OF PRFS'S DIVIDEND
REINVESTMENT PLAN THROUGH THE EARLIER OF THE CLOSING DATE OR THE TERMINATION OF
THIS AGREEMENT.
(B)
UNDERTAKINGS OF CMTY AND PRFS.
(I)
FILINGS AND APPROVALS.
CMTY AND PRFS SHALL COOPERATE WITH EACH OTHER IN
THE PREPARATION AND FILING, AS SOON AS PRACTICABLE, OF:
(A)
THE APPLICATIONS;
65
(B)
THE REGISTRATION STATEMENT (INCLUDING THE JOINT PROSPECTUS/PROXY STATEMENT)
AND RELATED FILINGS, IF ANY, UNDER STATE SECURITIES LAWS RELATING TO THE MERGER;
AND
(C)
ALL OTHER DOCUMENTS NECESSARY TO OBTAIN ANY OTHER APPROVALS AND CONSENTS
REQUIRED TO EFFECT CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS.
(II)
PUBLIC ANNOUNCEMENTS.
CMTY AND PRFS SHALL AGREE UPON THE FORM AND
SUBSTANCE OF ANY PRESS RELEASE RELATED TO THIS AGREEMENT AND THE CONTEMPLATED
TRANSACTIONS, BUT NOTHING CONTAINED HEREIN SHALL PROHIBIT EITHER PARTY,
FOLLOWING NOTIFICATION TO THE OTHER PARTY, FROM MAKING ANY DISCLOSURE WHICH ITS
COUNSEL DEEMS NECESSARY UNDER APPLICABLE LAW.
(III)
MAINTENANCE OF INSURANCE.
CMTY AND EACH CMTY SUBSIDIARY, AND PRFS AND
EACH PRFS SUBSIDIARY, SHALL MAINTAIN INSURANCE IN SUCH AMOUNTS AS CMTY AND PRFS,
RESPECTIVELY, BELIEVE ARE REASONABLE TO COVER SUCH RISKS AS ARE CUSTOMARY IN
RELATION TO THE CHARACTER AND LOCATION OF ITS AND THEIR RESPECTIVE SUBSIDIARIES'
PROPERTIES AND THE NATURE OF ITS AND THEIR RESPECTIVE SUBSIDIARIES' BUSINESSES.
(IV)
MAINTENANCE OF BOOKS AND RECORDS.
CMTY AND EACH CMTY SUBSIDIARY, AND PRFS
AND EACH PRFS SUBSIDIARY, SHALL MAINTAIN BOOKS