OR OTHERWISE RECEIVE
ANY SHARES OF PRFS COMMON STOCK OR ANY OTHER SECURITY OF PRFS, EXCEPT (I) FOR
PRFS OPTIONS FOR 303,475 SHARES OF PRFS COMMON STOCK ISSUED AND OUTSTANDING
UNDER THE PRFS STOCK OPTION PLANS AND (II) PURSUANT TO PRFS'S DIVIDEND
REINVESTMENT PLAN.
(B)
PRFS OWNS, DIRECTLY OR INDIRECTLY, ALL OF THE CAPITAL STOCK OF BLUE BALL
AND THE OTHER PRFS SUBSIDIARIES, FREE AND CLEAR OF ANY LIENS, SECURITY
INTERESTS, PLEDGES, CHARGES, ENCUMBRANCES, AGREEMENTS AND RESTRICTIONS OF ANY
KIND OR NATURE.
EXCEPT FOR THE BANK PLAN OF MERGER, THERE ARE NO SUBSCRIPTIONS,
OPTIONS, WARRANTS, CALLS, COMMITMENTS, AGREEMENTS OR OTHER RIGHTS OUTSTANDING
WITH RESPECT TO THE CAPITAL STOCK OF BLUE BALL OR ANY OTHER PRFS SUBSIDIARY.
EXCEPT FOR THE PRFS SUBSIDIARIES, PRFS DOES NOT POSSESS, DIRECTLY OR INDIRECTLY,
ANY MATERIAL EQUITY INTEREST IN ANY CORPORATION, EXCEPT FOR EQUITY INTERESTS IN
THE INVESTMENT PORTFOLIO OF 1906 FOUNDERS, INC. AND OTHER PRFS SUBSIDIARIES,
EQUITY INTERESTS HELD IN CONNECTION WITH BLUE BALL'S COMMERCIAL LOAN ACTIVITIES,
EQUITY INTERESTS HELD BY PRFS OR PRFS'S SUBSIDIARIES IN A FIDUCIARY CAPACITY,
AND AS SET FORTH IN PRFS DISCLOSURE SCHEDULE 3.02(B).
(C)
TO THE KNOWLEDGE OF PRFS, EXCEPT AS MAY BE DISCLOSED IN ANY SUBSEQUENT
SCHEDULE 13D OR 13G FILED WITH THE SEC, NO PERSON OR GROUP IS THE BENEFICIAL
OWNER OF 5% OR MORE OF THE OUTSTANDING SHARES OF PRFS COMMON STOCK (THE TERMS
"PERSON," "GROUP" AND "BENEFICIAL OWNER" ARE AS DEFINED IN SECTION 13(D) OF THE
EXCHANGE ACT, AND THE RULES AND REGULATIONS THEREUNDER).
22
3.03 AUTHORITY; NO VIOLATION.
(A)
PRFS HAS FULL CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS.
THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY PRFS AND THE CONSUMMATION BY PRFS OF THE
CONTEMPLATED TRANSACTIONS HAVE BEEN DULY AND VALIDLY APPROVED BY THE BOARD OF
DIRECTORS OF PRFS AND, EXCEPT FOR APPROVAL BY THE SHAREHOLDERS OF PRFS AS
REQUIRED BY THE BCL, NO OTHER CORPORATE PROCEEDINGS ON THE PART OF PRFS ARE
NECESSARY TO CONSUMMATE THE MERGER.
THIS AGREEMENT HAS BEEN DULY AND VALIDLY
EXECUTED AND DELIVERED BY PRFS AND, SUBJECT TO APPROVAL BY THE SHAREHOLDERS OF
PRFS AND SUBJECT TO RECEIPT OF THE REQUIRED APPROVALS OF REGULATORY AUTHORITIES
DESCRIBED IN SECTION 4.04 HEREOF, CONSTITUTES THE VALID AND BINDING OBLIGATION
OF PRFS, ENFORCEABLE AGAINST PRFS IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND SUBJECT, AS TO ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY.
(B)
SUBJECT TO (I) RECEIPT OF APPROVAL FROM THE SHAREHOLDERS OF PRFS,
(II) RECEIPT OF APPROVALS FROM THE REGULATORY AUTHORITIES REFERRED TO IN
SECTION 4.04 HEREOF AND (III) PRFS'S AND CMTY'S COMPLIANCE WITH ANY CONDITIONS
CONTAINED THEREIN, THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY PRFS, THE
CONSUMMATION OF THE MERGER, AND COMPLIANCE BY PRFS OR ANY PRFS SUBSIDIARY WITH
ANY OF THE TERMS OR PROVISIONS HEREOF, DO NOT AND WILL NOT:
(A)
CONFLICT WITH OR RESULT IN A BREACH OF ANY PROVISION OF THE RESPECTIVE
ARTICLES OF INCORPORATION OR BYLAWS