SUCH OTHER CERTIFICATES,
DOCUMENTS OR INSTRUMENTS FROM CMTY OR ITS OFFICERS OR OTHERS AS PRFS SHALL HAVE
REASONABLY REQUESTED IN CONNECTION WITH ACCOUNTING OR INCOME TAX TREATMENT OF
THE CONTEMPLATED TRANSACTIONS, OR RELATED SECURITIES LAW COMPLIANCE.
(J)
NASDAQ LISTING.
THE CMTY COMMON STOCK, INCLUDING THE CMTY COMMON STOCK TO
BE ISSUED IN THE MERGER AND PURSUANT TO THE ADJUSTED PRFS OPTIONS, SHALL HAVE
BEEN AUTHORIZED FOR QUOTATION ON NASDAQ.
(K)
ARTICLES AMENDMENT.
CMTY SHALL HAVE EFFECTED THE ARTICLES AMENDMENT.
6.02 CONDITIONS TO CMTY'S OBLIGATIONS UNDER THIS AGREEMENT.
THE OBLIGATIONS OF
CMTY HEREUNDER SHALL BE SUBJECT TO SATISFACTION AT OR PRIOR TO THE CLOSING DATE
OF EACH OF THE FOLLOWING CONDITIONS, UNLESS WAIVED BY CMTY PURSUANT TO
SECTION 8.03 HEREOF:
(A)
CORPORATE PROCEEDINGS.
ALL ACTION REQUIRED TO BE TAKEN BY, OR ON THE PART
OF, PRFS AND BLUE BALL, INCLUDING THE APPROVAL OF THE SHAREHOLDERS OF PRFS, TO
AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE BANK
PLAN OF MERGER,
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RESPECTIVELY, AND THE CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS, SHALL HAVE
BEEN DULY AND VALIDLY TAKEN BY PRFS AND BLUE BALL, RESPECTIVELY, AND CMTY SHALL
HAVE RECEIVED CERTIFIED COPIES OF THE RESOLUTIONS EVIDENCING SUCH
AUTHORIZATIONS.
(B)
COVENANTS; REPRESENTATIONS.
THE OBLIGATIONS OF PRFS AND BLUE BALL REQUIRED
BY THIS AGREEMENT TO BE PERFORMED BY PRFS AND BLUE BALL AT OR PRIOR TO THE
CLOSING DATE SHALL HAVE BEEN DULY PERFORMED AND COMPLIED WITH IN ALL MATERIAL
RESPECTS; AND THE REPRESENTATIONS AND WARRANTIES OF PRFS SET FORTH IN THIS
AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, AS OF THE DATE OF
THIS AGREEMENT, AND AS OF THE CLOSING DATE AS THOUGH MADE ON AND AS OF THE
CLOSING DATE, EXCEPT AS TO ANY REPRESENTATION OR WARRANTY WHICH SPECIFICALLY
RELATES TO AN EARLIER DATE AND EXCEPT AS TO ANY REPRESENTATION OR WARRANTY TO
THE EXTENT THE BREACH OF SUCH REPRESENTATION OR WARRANTY DOES NOT HAVE A
MATERIAL ADVERSE EFFECT.
(C)
APPROVALS OF REGULATORY AUTHORITIES.
PROCUREMENT BY CMTY AND PRFS OF ALL
REQUISITE APPROVALS AND CONSENTS OF REGULATORY AUTHORITIES AND THE EXPIRATION OF
THE STATUTORY WAITING PERIOD OR PERIODS RELATING THERETO FOR THE CONTEMPLATED
TRANSACTIONS; AND NO SUCH APPROVAL OR CONSENT SHALL HAVE IMPOSED ANY CONDITION
OR REQUIREMENT WHICH WOULD SO MATERIALLY AND ADVERSELY IMPACT THE ECONOMIC OR
BUSINESS BENEFITS TO CMTY OR PRFS OF THE CONTEMPLATED TRANSACTIONS THAT, HAD
SUCH CONDITION OR REQUIREMENT BEEN KNOWN, SUCH PARTY WOULD NOT, IN ITS
REASONABLE JUDGMENT, HAVE ENTERED INTO THIS AGREEMENT.
(D)
NO INJUNCTION.
THERE SHALL NOT BE IN EFFECT ANY ORDER, DECREE OR
INJUNCTION OF A COURT OR AGENCY OF COMPETENT JURISDICTION WHICH ENJOINS OR
PROHIBITS CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS.
(E)
OFFICER'S CERTIFICATE.
PRFS SHALL HAVE DELIVERED TO CMTY A CERTIFICATE,
DATED THE CLOSING DATE AND SIGNED, WITHOUT PERSONAL LIABILITY, BY ITS CHAIRMAN
OR PRESIDENT OR CHIEF EXECUTIVE OFFICER, TO THE EFFECT THAT THE CONDITIONS SET
FORTH IN SUBSECTIONS (A) THROUGH (D) OF THIS SECTION 6.02 HAVE BEEN SATISFIED.
(F)
REGISTRATION STATEMENT.
THE REGISTRATION STATEMENT SHALL BE EFFECTIVE