“Mid Penn Regulatory Agreement” shall have the meaning set forth in Section 5.11(c). “Mid Penn Regulatory Reports” means the Call Reports of Mid Penn Bank and accompanying schedules, as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2023, through the Closing Date, and all reports filed with the PDB or FRB by Mid Penn or Mid Penn Bank from December 31, 2023 through the Closing Date. “Mid Penn SEC Reports” shall have the meaning set forth in Section 5.17. “Mid Penn Shareholder Approval” shall have the meaning set forth in Section 5.3(a). “Mid Penn Shareholders’ Meeting” shall have the meaning set forth in Section 8.1(b). “Mid Penn Stock Plans” shall have the meaning set forth in Section 5.2(a). “Mid Penn Subsidiary” means any subsidiary of Mid Penn as defined in Rule 1-02(x) of Regulation S-X promulgated by the SEC or the BHCA. “Mid Penn Termination Fee” shall have the meaning set forth in Section 10.2(c). “Nasdaq” shall mean The NASDAQ Stock Market, LLC. “Notice of Superior Proposal” shall have the meaning set forth in Section 6.8(e). “OFAC” means the Office of Foreign Assets Control within the U.S. Department of the Treasury. “Other Real Estate Owned” shall mean any real estate acquired through foreclosure or by a deed in lieu of foreclosure, or any real estate classified as Other Real Estate Owned or Real Estate Owned. “PBCL” shall mean the Pennsylvania Business Corporation Law of 1988, as amended. “PDB” shall mean the Pennsylvania Department of Banking and Securities. “PDS” shall mean the Pennsylvania Department of State. “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, company, trust, “group” (as that term is defined under the Exchange Act), or any other legal entity. “Piper Sandler” shall have the meaning set forth in Section 4.14. “Proxy Statement-Prospectus” shall have the meaning set forth in Section 8.2(a). “Registration Statement” shall mean the Registration Statement on Form S-4, or other applicable form, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of Mid Penn Common Stock to be offered to holders of William Penn Common Stock in connection with the Merger. “Regulatory Approvals” means the approval of any Bank Regulator that is necessary in connection with the consummation of the Merger, and the related transactions contemplated by this Agreement. “Relevant Group” shall mean any affiliated, consolidated, combined, unitary or similar group. A-6
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