merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reducing the anticipated benefits of the merger if the merger were completed successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the merger. The completion of the merger is conditioned on the receipt of the requisite regulatory approvals without the imposition of any materially burdensome regulatory condition and the expiration of all statutory waiting periods. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees issued by any court or any other governmental entity of competent jurisdiction that would prevent, prohibit or make illegal the completion of the merger or any of the other transactions contemplated by the merger agreement. Further, such approvals are subject to expiration if the transaction is not consummated within the time period provided in the approval. Please see the discussion under the caption “Regulatory Approvals Required for the Merger” on page 88. Despite the parties’ expected commitment to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, neither party is required under the terms of the merger agreement to take any actions, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the proposed merger. William Penn’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of William Penn shareholders. William Penn’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of William Penn shareholders. For example, Kenneth J. Stephon, the current Chairman, President and Chief Executive Officer of William Penn, has entered into a three-year employment agreement with Mid Penn Bank, Mid Penn, William Penn Bank and Wiliam Penn under which Mr. Stephon will serve as Chief Corporate Development Officer of Mid Penn and Mid Penn Bank following the completion of the merger. In addition, Mr. Stephon will will also serve on the board of directors of Mid Penn and Mid Penn Bank, including serving as Vice Chair of Mid Penn Bank, following the effective time of the merger. The remaining directors of William Penn serving on the William Penn board of directors at the effective time of the merger will be appointed to a paid three-year advisory board of Mid Penn following completion of the merger. In addition, certain officers or employees may receive certain severance payments if they are terminated following the merger. Moreover, certain officers will receive change in control payments following completion of the merger. These interests and arrangements may create potential conflicts of interest. The Mid Penn board of directors and the William Penn board of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending that Mid Penn shareholders vote to approve the Mid Penn share issuance proposal and that William Penn shraeholders vote to approve the merger agreement, as applicable. For information concerning these interests, please see the discussion under the caption “Interests of William Penn’s Directors and Executive Officers in the Merger” on page 89. The shares of Mid Penn common stock to be received by William Penn shareholders as a result of the merger will have different rights from the shares of William Penn common stock. Upon completion of the merger, William Penn shareholders will become Mid Penn shareholders. Their rights as shareholders will be governed by Pennsylvania corporate law and the articles of incorporation and bylaws of Mid Penn. The rights associated with William Penn common stock are currently governed by Maryland corporate law, the articles of incorporation and bylaws of William Penn and are different from the rights associated with Mid Penn common stock. See the section of this joint proxy statement/prospectus titled “Comparison of Shareholders’ Rights” beginning on page 120 for a discussion of the different rights associated with Mid Penn common stock. 41
RkJQdWJsaXNoZXIy NTYwMjI1