WILL TAKE PLACE ON THE CLOSING DATE AT A TIME AND PLACE TO BE
AGREED UPON BY THE PARTIES HERETO; PROVIDED, IN ANY CASE, THAT ALL CONDITIONS TO
CLOSING SET FORTH IN ARTICLE VI OF THIS AGREEMENT (OTHER THAN THE DELIVERY OF
CERTIFICATES, OPINIONS, AND OTHER INSTRUMENTS AND DOCUMENTS TO BE DELIVERED AT
THE CLOSING) HAVE BEEN SATISFIED OR WAIVED AT OR PRIOR TO THE CLOSING DATE.
ON
THE CLOSING DATE, CMTY AND PRFS SHALL CAUSE THE ARTICLES OF MERGER TO BE DULY
EXECUTED AND FILED WITH THE PDS.
11
(B)
THE MERGER.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN
ACCORDANCE WITH THE BCL, ON THE EFFECTIVE DATE:
(I)
PRFS SHALL MERGE WITH AND INTO CMTY;
(II)
THE SEPARATE EXISTENCE OF PRFS SHALL CEASE;
(III)
CMTY SHALL BE THE SURVIVING CORPORATION IN THE MERGER; AND
(IV)
ALL OF THE PROPERTY (REAL, PERSONAL AND MIXED), RIGHTS, POWERS, DUTIES,
OBLIGATIONS AND LIABILITIES OF PRFS SHALL BE TAKEN AND DEEMED TO BE TRANSFERRED
TO AND VESTED IN CMTY, AS THE SURVIVING CORPORATION IN THE MERGER, WITHOUT
FURTHER ACT OR DEED; ALL IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA AND THE UNITED STATES OF AMERICA.
(C)
CHANGE TO STRUCTURE OF MERGER.
THE PARTIES MAY AT ANY TIME CHANGE THE
METHOD OF EFFECTING THE COMBINATION (INCLUDING BY PROVIDING FOR THE MERGER OF
PRFS AND A WHOLLY OWNED SUBSIDIARY OF CMTY) IF AND TO THE EXTENT REQUESTED BY
EITHER PARTY AND CONSENTED TO BY THE OTHER PARTY (SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD); PROVIDED, HOWEVER, THAT NO SUCH CHANGE SHALL (I) ALTER
OR CHANGE THE AMOUNT OR KIND OF MERGER CONSIDERATION, (II) ADVERSELY AFFECT THE
TAX TREATMENT OF PRFS'S SHAREHOLDERS AS A RESULT OF RECEIVING THE MERGER
CONSIDERATION OR THE TAX TREATMENT OF EITHER PARTY PURSUANT TO THIS AGREEMENT OR
(III) MATERIALLY IMPEDE OR DELAY COMPLETION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
(D)
CMTY'S ARTICLES OF INCORPORATION AND BYLAWS.
ON AND AFTER THE EFFECTIVE
DATE, THE ARTICLES OF INCORPORATION AND BYLAWS OF CMTY, AS AMENDED IN ACCORDANCE
WITH THE ARTICLES AMENDMENT AND AS IN EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE
DATE, SHALL AUTOMATICALLY BE AND REMAIN THE ARTICLES OF INCORPORATION AND BYLAWS
OF CMTY, AS THE SURVIVING CORPORATION IN THE MERGER, UNTIL THEREAFTER ALTERED,
AMENDED OR REPEALED.
(E)
BOARD OF DIRECTORS AND OFFICERS OF CMTY AND COMMUNITY BANKS.
(I)
ON AND AFTER THE EFFECTIVE DATE, (A) NINE (9) DIRECTORS OF CMTY DULY
ELECTED AND HOLDING OFFICE IMMEDIATELY PRIOR TO THE EFFECTIVE DATE, AND (B) SIX
(6) PERSONS (THE
12
"PRFS NOMINEES") SELECTED BY THE PRFS BOARD OF DIRECTORS AND APPROVED BY CMTY
(WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD) IN ACCORDANCE WITH
APPLICABLE SECURITIES LAWS AND POLICIES AND PROCEDURES OF THE NOMINATING
COMMITTEE OF THE CMTY BOARD OF DIRECTORS SHALL BE THE DIRECTORS OF CMTY, AS THE
SURVIVING CORPORATION IN THE MERGER, EACH TO HOLD OFFICE UNTIL HIS SUCCESSOR IS
ELECTED AND QUALIFIED OR OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THE
ARTICLES OF INCORPORATION