• enter into any agreement, agreement in principle or letter of intent with respect to any alternative acquisition proposal or approve or resolve to approve any alternative acquisition proposal or any agreement, agreement in principle or letter of intent relating to an alternative acquisition proposal. Acquisition proposal means any inquiry, offer or proposal as to any of the following (other than the merger between Mid Penn and William Penn) involving William Penn: • any transaction or series of transactions involving any merger, consolidation, recapitalization, share exchange, liquidation, dissolution or similar transaction involving William Penn or any William Penn subsidiary; • any transaction pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly, any assets of William Penn representing, in the aggregate, twenty-five percent (25%) or more of the assets of William Penn or any William Penn Subsidiary on a consolidated basis; • any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing twenty-five percent (25%) or more of the votes attached to the outstanding securities of William Penn or any William Penn subsidiary; • any tender offer or exchange offer that, if consummated, would result in any third party or group beneficially owning twenty-five percent (25%) or more of any class of equity securities of William Penn or any William Penn subsidiary; or • any transaction that is similar in form, substance or purpose to any of the foregoing transactions, or any combination of the foregoing. Wiliam Penn may, however, participate in discussions with, and may furnish information to, a third party in connection with a bona fide unsolicited acquisition proposal if, and only if: • William Penn has received a bona fide unsolicited written acquisition proposal that did not result from a breach of the merger agreement; • William Penn’s board of directors determines in good faith, after consultation with its outside legal counsel and independent financial advisor, that the acquisition proposal is, or is reasonably likely to lead to, a superior proposal (as defined below); • William Penn has provided Mid Penn with at least two (2) business day’s written prior notice before furnishing non-public information to, or entering into discussions with, the person that submitted the unsolicited acquisition proposal, including the identity of the person that will receive such confidential information; and • prior to furnishing or providing access to any information or data with respect to William Penn or otherwise relating to an acquisition proposal, William Penn receives from the third party making the proposal a confidentiality agreement on terms no less favorable to Mid Penn than the terms of the existing confidentiality agreement between William Penn and Mid Penn and provides a copy of the same to Mid Penn. William Penn has also agreed to promptly provide to Mid Penn any non-public information about William Penn that it provides to the third party making the proposal, to the extent such information was not previously provided to Mid Penn. The term “superior proposal,” as defined under the merger agreement, means any bona fide, written acquisition proposal made by a person other than Mid Penn, which the William Penn board of directors determines in its 101
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