“Affiliate” means any Person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director. “Agreement” means this agreement, together with the Exhibits, the William Penn Disclosure Schedule and the Mid Penn Disclosure Schedule, and any amendments hereto. “Average Micro Cap Banks Index Value” means the average of the Dow Jones U.S. Micro Cap Banks Index Value for the twenty (20) consecutive full trading days ending on the trading day prior to the Determination Date. “Bank Merger” shall mean the merger of William Penn Bank with and into Mid Penn Bank, with Mid Penn Bank as the surviving institution as contemplated by Section 2.7. “Bank Plan of Merger” shall have the meaning set forth in Section 2.7. “Bank Regulator” shall mean any federal or state banking regulator, including but not limited to the FRB, the FDIC and the PDB, that regulates Mid Penn Bank or William Penn Bank, or any of their respective holding companies or subsidiaries, as the case may be. “BHCA” shall mean the Bank Holding Company Act of 1956, as amended. “Book-Entry Shares” shall have the meaning set forth in Section 3.2(a)(1). “Business Day” shall mean any day other than (a) a Saturday or Sunday, or (b) a day on which banking institutions in the Commonwealth of Pennsylvania are authorized or obligated by law or executive order to be closed. “Certificates” or “William Penn Certificates” shall mean certificates evidencing shares of William Penn Common Stock. Any reference to “Certificates” or “William Penn Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of William Penn Common Stock. “Claim” shall have the meaning set forth in Section 7.9(a). “Closing” shall have the meaning set forth in Section 2.2(a). “Closing Date” shall have the meaning set forth in Section 2.2(a). “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder. “Code” shall mean the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. “Confidentiality Agreement” shall mean the confidentiality agreement referred to in Section 11.1. “CRA” shall have the meaning set forth in Section 4.11(a). “Determination Date” shall have the meaning set forth in Section 10.1(i). “Determination Date Average Closing Price” means the average of the per share closing prices of a share of Mid Penn Common Stock during the twenty (20) consecutive full trading days ending on the trading day prior to the Determination Date. A-2
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