Merger) and provides a copy of the same to Mid Penn. William Penn shall promptly provide to Mid Penn any non-public information regarding William Penn or any William Penn Subsidiary provided to any other Person that was not previously provided to Mid Penn, such additional information to be provided no later than the date of provision of such information to such other party. For purposes of this Agreement, “Superior Proposal” means any bona fide written proposal (on its most recently amended or modified terms, if amended or modified) made by a third party to enter into a William Penn Acquisition Transaction on terms that the William Penn Board of Directors determines in its good faith judgment, after consultation with and having considered the advice of its outside legal counsel and, with respect to financial matters, its financial advisor (i) would, if consummated, result in the acquisition of greater than fifty percent (50%), of the issued and outstanding shares of William Penn Common Stock or all, or substantially all, of the assets of William Penn and the William Penn Subsidiaries on a consolidated basis; (ii) would result in a transaction that involves consideration to the holders of the shares of William Penn Common Stock that is more favorable, from a financial point of view, than the consideration to be paid to William Penn’s shareholders pursuant to this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by William Penn’s Board of Directors, including without limitation, the amount and form of consideration, the timing of payment, the risk of consummation of the transaction, the financing thereof and all other conditions thereto (including any adjustments to the terms and conditions of such transactions proposed by Mid Penn in response to such Acquisition Proposal); and (iii) is reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and other aspects of the proposal. (c) William Penn shall promptly (and in any event within two (2) calendar days) notify Mid Penn in writing of receipt of any Acquisition Proposal, any request for non-public information that could reasonably be expected to lead to an Acquisition Proposal, or any inquiry with respect to or that could reasonably be expected to lead to an Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications) unless (i) such materials constitute confidential information of the party making such offer or proposal under an effective confidentiality agreement, (ii) disclosure of such materials jeopardizes the attorneyclient privilege, or (iii) disclosure of such materials contravenes any law, rule, regulation, order, judgment or decree). William Penn agrees that it shall keep Mid Penn informed, on a current basis, of the status and terms of any such Acquisition Proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). (d) Subject to Section 6.8(e), neither the William Penn Board of Directors nor any committee thereof shall (i) withdraw, qualify or modify, or propose to withdraw, qualify or modify, in a manner adverse to Mid Penn in connection with the transactions contemplated by this Agreement (including the Merger), the William Penn Recommendation, or make any statement, filing or release, in connection with the William Penn Shareholders’ Meeting or otherwise, inconsistent with the William Penn Recommendation (it being understood that taking a neutral position or no position with respect to a William Penn Acquisition Proposal shall be considered an adverse modification of the William Penn Recommendation); (ii) approve or recommend, or publicly propose to approve or recommend, any William Penn Acquisition Proposal; or (iii) enter into (or cause William Penn or any William Penn Subsidiary to enter into) any letter of intent, agreement in principle, acquisition agreement or other agreement (A) related to any William Penn Acquisition Transaction (other than a confidentiality agreement entered into in accordance with the provisions of Section 6.8(b)) or (B) requiring William Penn to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement. (e) Notwithstanding Section 6.8(d) above, prior to the William Penn Shareholders’ Meeting, the William Penn Board of Directors may approve or recommend to the shareholders of William Penn a Superior Proposal and withdraw, qualify or modify the William Penn Recommendation in connection therewith or take any of the other actions otherwise prohibited by Section 6.8(d) (a “William Penn Subsequent Determination”) after the fifth A-51
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