OF
BUSINESS, INVOLVING AN UNBUDGETED EXPENDITURE BY PRFS OF MORE THAN $75,000, OR
EXTENDING BEYOND TWELVE (12) MONTHS FROM THE DATE HEREOF;
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(Q)
TAKE ANY ACTION THAT WOULD PRECLUDE THE MERGER FROM QUALIFYING AS A
REORGANIZATION WITHIN THE MEANING OF SECTION 368 OF THE IRC; OR
(R)
AGREE TO DO ANY OF THE FOREGOING.
5.02 ACCESS; CONFIDENTIALITY.
THROUGH THE CLOSING DATE:
(A)
EACH PARTY HERETO SHALL AFFORD TO THE OTHER, INCLUDING ITS AUTHORIZED
AGENTS AND REPRESENTATIVES, REASONABLE ACCESS TO ITS AND ITS SUBSIDIARIES'
BUSINESSES, PROPERTIES, ASSETS, BOOKS AND RECORDS AND PERSONNEL, AT REASONABLE
HOURS AND AFTER REASONABLE NOTICE; AND THE OFFICERS OF EACH PARTY SHALL FURNISH
THE OTHER PARTY MAKING SUCH INVESTIGATION, INCLUDING ITS AUTHORIZED AGENTS AND
REPRESENTATIVES, WITH SUCH FINANCIAL AND OPERATING DATA AND OTHER INFORMATION
WITH RESPECT TO SUCH BUSINESSES, PROPERTIES, ASSETS, BOOKS AND RECORDS AND
PERSONNEL AS THE PARTY MAKING SUCH INVESTIGATION, OR ITS AUTHORIZED AGENTS AND
REPRESENTATIVES, SHALL FROM TIME TO TIME REASONABLY REQUEST.
(B)
EACH PARTY HERETO AGREES THAT IT, AND ITS AUTHORIZED AGENTS AND
REPRESENTATIVES, WILL CONDUCT SUCH INVESTIGATION AND DISCUSSIONS HEREUNDER IN A
CONFIDENTIAL MANNER AND OTHERWISE IN A MANNER SO AS NOT TO INTERFERE
UNREASONABLY WITH THE OTHER PARTY'S NORMAL OPERATIONS AND CUSTOMER AND EMPLOYEE
RELATIONSHIPS.
NEITHER PRFS, CMTY, NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES,
SHALL BE REQUIRED TO PROVIDE ACCESS TO OR DISCLOSE INFORMATION WHERE SUCH ACCESS
OR DISCLOSURE WOULD VIOLATE OR PREJUDICE THE RIGHTS OF CUSTOMERS, JEOPARDIZE
ATTORNEY-CLIENT PRIVILEGE OR SIMILAR PRIVILEGE WITH RESPECT TO SUCH INFORMATION
OR CONTRAVENE ANY LAW, RULE, REGULATION, DECREE, ORDER, FIDUCIARY DUTY OR
AGREEMENT ENTERED INTO PRIOR TO THE DATE HEREOF.
(C)
ALL INFORMATION FURNISHED TO CMTY OR PRFS BY THE OTHER IN CONNECTION WITH
THE CONTEMPLATED TRANSACTIONS, WHETHER PRIOR TO THE DATE OF THIS AGREEMENT OR
SUBSEQUENT HERETO, SHALL BE HELD IN CONFIDENCE TO THE EXTENT REQUIRED BY, AND IN
ACCORDANCE WITH, THE CONFIDENTIALITY AGREEMENT.
5.03 REGULATORY MATTERS.
THROUGH THE CLOSING DATE:
(A)
CMTY AND PRFS SHALL COOPERATE WITH ONE ANOTHER IN THE PREPARATION OF THE
REGISTRATION STATEMENT (INCLUDING THE JOINT PROSPECTUS/PROXY STATEMENT) AND ALL
APPLICATIONS AND
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THE MAKING OF ALL FILINGS FOR, AND SHALL USE THEIR REASONABLE BEST EFFORTS TO
OBTAIN, AS PROMPTLY AS PRACTICABLE, ALL NECESSARY PERMITS, CONSENTS, APPROVALS,
WAIVERS AND AUTHORIZATIONS OF ALL REGULATORY AUTHORITIES NECESSARY OR ADVISABLE
TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS.
CMTY AND PRFS SHALL EACH GIVE THE
OTHER REASONABLE TIME TO REVIEW ANY APPLICATION TO BE FILED BY IT PRIOR TO THE
FILING OF SUCH APPLICATION WITH THE RELEVANT REGULATORY AUTHORITY, AND EACH
SHALL CONSULT THE OTHER WITH RESPECT TO THE SUBSTANCE AND STATUS OF SUCH
FILINGS.
(B)
PRFS AND CMTY SHALL EACH PROMPTLY FURNISH THE OTHER WITH COPIES OF WRITTEN
COMMUNICATIONS TO, OR RECEIVED BY THEM FROM, ANY REGULATORY AUTHORITY IN RESPECT
OF THE CONTEMPLATED TRANSACTIONS.
(C)
PRFS AND CMTY SHALL COOPERATE WITH EACH OTHER IN THE FOREGOING MATTERS AND
SHALL FURNISH THE OTHER WITH ALL INFORMATION CONCERNING ITSELF AS MAY BE
NECESSARY OR ADVISABLE IN CONNECTION WITH ANY APPLICATION OR FILING, INCLUDING