• the receipt by each of Mid Penn and William Penn of a certificate of the other party and such other documents, dated as of the closing of the merger and signed, without personal liability, by its chief executive officer and chief financial officer, to the effect that all conditions have been satisfied; • the receipt and effectiveness of all required governmental and other approvals, authorizations and consents on terms and conditions that would not in the reasonable judgment of the board of directors of either William Penn or Mid Penn materially reduce the benefits of the merger to either party; • the absence of any law, statute, regulation, judgment, decree, injunction or other order in effect by any court or other governmental entity that prohibits completion of the transactions contemplated by the merger agreement; and • the approval for listing on Nasdaq of the shares of Mid Penn common stock issuable in the merger. Each of Mid Penn’s and William Penn’s obligation to complete the merger is also separately subject to the satisfaction or waiver of a number of conditions including: • the absence of a material adverse effect on the other party; and • the truthfulness and correctness of the representations and warranties of each other party in the merger agreement, subject generally to the materiality standard provided in the merger agreement, and the performance by each party in all material respects of their obligations under the merger agreement and the receipt by each party of certificates from the other party to that effect. William Penn’s obligation to close is also subject to the condition that Mid Penn has delivered the merger consideration to the exchange agent and the exchange agent has provided William Penn with a certificate evidencing such delivery. We cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party. As of the date of this joint proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied. Termination of the Merger Agreement The merger agreement can be terminated at any time prior to completion by mutual written consent or by either party in the following circumstances: • if there is a breach by the other party that would cause the failure of the closing conditions, unless the breach is capable of being, and is, cured within 30 days of notice of the breach and the terminating party is not itself in material breach; • if the merger has not been completed by December 1, 2025, unless the failure to complete the merger by that date was due to the terminating party’s material breach of a representation, warranty, covenant or other agreement under the merger agreement; • if any of the required regulatory approvals are denied (and the denial is final and non-appealable), or if any final regulatory approval results in a materially burdensome regulatory condition; • if any court of competent jurisdiction or governmental authority issues an order, decree, ruling or takes any other action restraining, enjoining or otherwise prohibiting the merger (and such order, decree, ruling or action is final and non-appealable); or • if William Penn shareholders do not approve the William Penn merger proposal at the William Penn special meeting or the Mid Penn shareholders do not approve the Mid Penn share issuance proposal at the Mid Penn special meeting. In addition, Mid Penn’s board of directors may terminate the merger agreement if the William Penn board of directors receives a superior proposal and (i) enters into a letter of intent, agreement in principle or an acquisition 104
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