PRFS definition
Examples of PRFS in a sentence
On and after the Effective Date, (a) the directors of Community Banks duly elected and holding office immediately prior to the Effective Date and (b) those members of the Board of Directors of PRFS as of the Effective Date who are not PRFS Nominees shall be the directors of the Surviving Bank, each to hold office until his or her successor is elected and qualified or otherwise in accordance with applicable law, the articles of incorporation and bylaws of the Surviving Bank.
Provided however, if PRFS elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give written notice to CMTY on the Determination Date.
Shareholders of PRFS are not entitled to exercise dissenters’ rights in connection with the Contemplated Transactions under applicable law.
CMTY and each CMTY Subsidiary, and PRFS and each PRFS Subsidiary, shall file all federal, state, and local tax returns required to be filed by it on or before the date such returns are due, including any extensions, and pay all taxes shown to be due on such returns on or before the dates such payments are due, except those being contested in good faith.
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.
The execution and delivery of this Agreement by CMTY and the consummation by CMTY of the Contemplated Transactions (including, without limitation, the issuance of the Adjusted PRFS Options) have been duly and validly approved by the Board of Directors of CMTY by unanimous vote and, except for approval by the shareholders of CMTY as required by Nasdaq and the BCL, no other corporate proceedings on the part of CMTY are necessary to consummate the Merger.
CMTY shall have delivered to PRFS 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 6.01 have been satisfied.
More specifically, CMTY will, after consultation with PRFS, prior to or soon after the Closing Date, inform each PRFS employee of the likelihood of such employee having continued employment with CMTY, Community Banks or any other CMTY Subsidiary following the Closing, and will permit any PRFS employee to apply for any employment position posted as available with CMTY, Community Banks or any other CMTY Subsidiary.
The minimum benefit for non-exempt employees shall be one (1) week’s salary, and the maximum severance benefit will be twenty-six (26) weeks’ salary for PRFS non-exempt employees.
PRFS shall, and shall cause each PRFS Subsidiary to, use its reasonable good faith efforts to preserve its business organization intact, maintain good relationships with employees, and preserve the good will of customers of PRFS or the PRFS Subsidiaries and others with whom business relationships exist.