(g) changes in the trading price or trading volume of either party’s common stock; (h) any failure, in and of itself, by such party to meet any internal projections, forecasts or revenue or earnings predictions (it being understood that the facts giving rise or contributing to any such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect, unless such facts are otherwise included in an exception set forth herein); or (i) changes in the banking industry after the date hereof, including changes in prevailing interest rates, credit availability and liquidity, that do not have a materially disproportionate impact on such party. “Materially Burdensome Regulatory Condition” shall have the meaning set forth in Section 9.1(c). “Materials of Environmental Concern” means pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products, and any other hazardous or toxic materials regulated under Environmental Laws. “Maximum Amount” shall have the meaning set forth in Section 7.9(c). “Merger” shall have the meaning set forth in the Recitals to this Agreement. “Merger Consideration” shall have the meaning set forth in Section 3.1(c). “Mid Penn” shall mean Mid Penn Bancorp, Inc., a Pennsylvania corporation, with its principal executive offices located at 2407 Park Drive, Harrisburg, Pennsylvania 17110. References to Mid Penn shall mean Mid Penn on a consolidated basis unless the context clearly indicates otherwise. “Mid Penn Affiliate Letters” shall have the meaning set forth in the Recitals. “Mid Penn Bank” shall mean Mid Penn Bank, a Pennsylvania banking institution, with its principal offices located at 349 Union Street, Millersburg, Pennsylvania 17061, which is a wholly owned subsidiary of Mid Penn. “Mid Penn Benefit Plan” shall have the meaning set forth in Section 5.12(a). “Mid Penn Common Stock” shall mean the common stock, par value $1.00 per share, of Mid Penn. “Mid Penn Disclosure Schedule” shall mean a written disclosure schedule delivered by Mid Penn to William Penn specifically referring to the appropriate sections of this Agreement. “Mid Penn Excluded Benefit Plans” shall mean any Mid Penn defined benefit pension plan and those Mid Penn Benefit Plans identified on Mid Penn Disclosure Schedule 7.8(b). “Mid Penn Financial Price Ratio” means the quotient (multiplied by 100 to express such quotient as a percentage) obtained by dividing the Determination Date Average Closing Price by the Starting Price, calculated to four (4) decimal places. “Mid Penn Financial Statements” shall mean (i) the audited consolidated financial statements of Mid Penn as of December 31, 2023, and for the two (2) years ended December 31, 2023 and December 31, 2022, including the notes thereto, and (ii) the unaudited interim consolidated financial statements of Mid Penn as of the end of each calendar quarter following December 31, 2023 and for the periods then ended, including the notes thereto. “Mid Penn 401(k) Plan” shall have the meaning set forth in Section 7.8(h). “Mid Penn Owned Shares” shall have the meaning set forth in Section 3.1(b). “Mid Penn Recommendation” shall have the meaning set forth in Section 8.1(b). A-5
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