DIVIDEND
ON THE PRFS COMMON STOCK BY PRFS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
WITH A RECORD DATE PRIOR TO THE EFFECTIVE DATE AND A PAYMENT DATE AFTER THE
EFFECTIVE DATE.
NO INTEREST SHALL ACCRUE OR BE PAYABLE IN RESPECT OF DIVIDENDS
OR ANY OTHER DISTRIBUTION OTHERWISE PAYABLE UNDER THIS SECTION 2.07(D) UPON
SURRENDER OF PRFS CERTIFICATES.
NOTWITHSTANDING THE FOREGOING, NO PARTY HERETO
SHALL BE LIABLE TO ANY HOLDER OF PRFS COMMON STOCK FOR ANY AMOUNT PAID IN GOOD
FAITH TO A PUBLIC OFFICIAL OR AGENCY PURSUANT TO ANY APPLICABLE ABANDONED
PROPERTY, ESCHEAT OR SIMILAR LAW.
UNTIL SUCH TIME AS PRFS CERTIFICATES ARE
SURRENDERED TO CMTY FOR EXCHANGE, CMTY SHALL HAVE THE RIGHT TO WITHHOLD
DIVIDENDS OR ANY OTHER DISTRIBUTIONS ON THE SHARES OF CMTY COMMON STOCK ISSUABLE
TO SUCH SHAREHOLDER.
(E)
UPON THE EFFECTIVE DATE, THE STOCK TRANSFER BOOKS FOR PRFS COMMON STOCK
WILL BE CLOSED AND NO FURTHER TRANSFERS OF PRFS COMMON STOCK WILL THEREAFTER BE
MADE OR RECOGNIZED. ALL PRFS CERTIFICATES SURRENDERED PURSUANT TO THIS
SECTION 2.07 WILL BE CANCELLED.
(F)
IF THERE IS A TRANSFER OF OWNERSHIP OF PRFS COMMON STOCK WHICH IS NOT
REGISTERED IN THE TRANSFER RECORDS OF PRFS, ONE OR MORE CMTY CERTIFICATES
EVIDENCING, IN THE AGGREGATE, THE PROPER NUMBER OF SHARES OF CMTY COMMON STOCK,
A CHECK IN THE PROPER AMOUNT OF CASH IN LIEU OF ANY FRACTIONAL SHARES AND ANY
DIVIDENDS OR OTHER DISTRIBUTIONS TO WHICH SUCH HOLDER IS ENTITLED PURSUANT TO
SECTION 2.07(D), AS APPLICABLE AND APPROPRIATE, MAY BE ISSUED WITH RESPECT TO
SUCH PRFS COMMON STOCK TO SUCH A TRANSFEREE IF THE PRFS CERTIFICATE REPRESENTING
SUCH SHARES OF PRFS COMMON STOCK IS PRESENTED TO THE EXCHANGE AGENT, ACCOMPANIED
BY ALL
18
DOCUMENTS REQUIRED TO EVIDENCE AND EFFECT SUCH TRANSFER AND TO EVIDENCE THAT ANY
APPLICABLE STOCK TRANSFER TAXES HAVE BEEN PAID.
(G)
IF ANY PRFS CERTIFICATE SHALL HAVE BEEN LOST, STOLEN OR DESTROYED, THE
EXCHANGE AGENT SHALL DELIVER IN EXCHANGE FOR SUCH LOST, STOLEN OR DESTROYED PRFS
CERTIFICATE, UPON THE MAKING OF A SWORN AFFIDAVIT OF THAT FACT BY THE HOLDER
THEREOF IN FORM SATISFACTORY TO THE EXCHANGE AGENT, THE MERGER CONSIDERATION,
AND ANY DIVIDENDS OR OTHER DISTRIBUTIONS TO WHICH SUCH HOLDER IS ENTITLED
PURSUANT TO THIS SECTION 2.07 AS MAY BE REQUIRED PURSUANT TO THIS AGREEMENT;
PROVIDED, HOWEVER, THAT THE EXCHANGE AGENT MAY, IN ITS SOLE DISCRETION AND AS A
CONDITION PRECEDENT TO THE DELIVERY OF THE MERGER CONSIDERATION TO WHICH THE
HOLDER OF SUCH PRFS CERTIFICATE IS ENTITLED AS A RESULT OF THE MERGER, REQUIRE
THE OWNER OF SUCH LOST, STOLEN OR DESTROYED PRFS CERTIFICATE TO DELIVER A BOND
IN SUCH AMOUNT AS IT MAY DIRECT AS INDEMNITY AGAINST ANY CLAIM THAT MAY BE MADE
AGAINST PRFS, CMTY OR THE EXCHANGE AGENT OR ANY OTHER PARTY WITH RESPECT TO THE
PRFS CERTIFICATE ALLEGED TO HAVE BEEN LOST, STOLEN OR DESTROYED.
2.08 ANTI-DILUTION PROVISIONS.
IF CMTY SHALL, AT ANY TIME BEFORE THE EFFECTIVE
DATE:
(A)
DECLARE A DIVIDEND IN SHARES OF CMTY COMMON STOCK WITH