Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. (a) For the purposes of (i) registering Mid Penn Common Stock to be offered to holders of First Priority Common Stock in connection with the Merger with the SEC under the Securities Act and (ii) holding the First Priority Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, Mid Penn shall draft and prepare, and First Priority shall cooperate in the preparation of, the Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-prospectus in the form mailed to the First Priority shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn shall file the Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn and First Priority shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn shareholders. Mid Penn shall also use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority shall furnish all information concerning First Priority and the holders of First Priority Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) 8.2.1. For the purposes (x) of (i) registering Mid Penn Acquirer Common Stock to be offered to holders of First Priority Yardville Common Stock in connection with the Merger with the SEC under the Securities Act and (iiy) of holding the First Priority Shareholders’ Meeting and the Mid Penn Shareholders’ Yardville Stockholders Meeting, Mid Penn Acquirer and Yardville shall jointly draft and prepare, and First Priority shall cooperate in prepare the preparation of, the Merger Registration Statement, including a combined proxy statement of Yardville and prospectus of Acquirer satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-/prospectus in the form mailed to the First Priority shareholders and the Mid Penn shareholdersYardville stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn The parties shall use their reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within 45 days after the date hereof. Each of Mid Penn Acquirer and First Priority Yardville shall use commercially their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority and Mid Penn Yardville shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn shareholdersits stockholders. Mid Penn Acquirer shall also use commercially its reasonable best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority Yardville shall furnish all information concerning First Priority Yardville and the holders of First Priority Yardville Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) 8.2.1. For the purposes (x) of (i) registering Mid Penn NYB Common Stock to be offered to holders of First Priority Synergy Common Stock in connection with the Merger with the SEC under the Securities Act and (iiy) of holding the First Priority Shareholders’ Meeting and the Mid Penn Shareholders’ Synergy Stockholders Meeting, Mid Penn NYB shall draft and prepare, and First Priority Synergy shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-/prospectus in the form mailed to the First Priority shareholders and the Mid Penn shareholdersSynergy stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn NYB shall use its reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within 45 days after the date hereof. Each of Mid Penn NYB and First Priority Synergy shall use commercially their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority and Mid Penn Synergy shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn shareholdersits stockholders. Mid Penn NYB shall also use commercially reasonable its best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority Synergy shall furnish all information concerning First Priority Synergy and the holders of First Priority Synergy Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) For the purposes of (i) registering Mid Penn Common Stock to be offered to holders of First Priority Brunswick Common Stock in connection with the Merger with the SEC under the Securities Act and (ii) holding the First Priority Brunswick Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, Mid Penn shall draft and prepare, and First Priority Brunswick shall cooperate in the preparation of, the Registration Statement, including a combined joint proxy statement and prospectus prospectus, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-prospectus in the form mailed to the First Priority Brunswick shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn shall as promptly as practicable after the date hereof file the Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC under the Securities Act in connection with the transactions contemplated by this Agreement. Each of Mid Penn and First Priority Brunswick shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority Brunswick and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority Brunswick shareholders and the Mid Penn shareholders. Mid Penn shall also use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority Brunswick shall furnish all information concerning First Priority Brunswick and the holders of First Priority Brunswick Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) For the purposes of (i) registering Mid Penn Juniata Common Stock to be offered to holders of First Priority FNBPA Common Stock in connection with the Merger with the SEC under the Securities Act and (ii) holding the First Priority FNBPA Shareholders’ Meeting and the Mid Penn Juniata Shareholders’ Meeting, Mid Penn Juniata shall draft and prepare, and First Priority FNBPA shall cooperate in the preparation of, the Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-/prospectus in the form mailed to the First Priority Juniata shareholders and the Mid Penn FNBPA shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn Juniata shall file the Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn Juniata and First Priority FNBPA shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority FNBPA and Mid Penn Juniata shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority Juniata shareholders and the Mid Penn FNBPA shareholders. Mid Penn Juniata shall also use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority FNBPA shall furnish all information concerning First Priority FNBPA and the holders of First Priority FNBPA Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) For the purposes of (i) registering Mid Penn Common Stock to be offered to holders of First Priority Scottdale Common Stock in connection with the Merger with the SEC under the Securities Act and (ii) holding the First Priority Scottdale Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, Mid Penn shall draft and prepare, and First Priority Scottdale shall cooperate in the preparation of, the Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-prospectus in the form mailed to the First Priority Scottdale shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn shall file the Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn and First Priority Scottdale shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority Scottdale and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority Scottdale shareholders and the Mid Penn shareholders. Mid Penn shall also use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority Scottdale shall furnish all information concerning First Priority Scottdale and the holders of First Priority Scottdale Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) 8.2.1 For the purposes (x) of (i) registering Mid Penn 1855 Bancorp's Common Stock to be offered issued to holders of First Priority Sandwich Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws and (iiy) of holding the First Priority Shareholders’ Meeting Sandwich shareholders' meeting, 1855 Bancorp and the Mid Penn Shareholders’ Meeting, Mid Penn shall draft and prepare, and First Priority Sandwich shall cooperate in the preparation ofof a registration statement (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as the "Merger Registration Statement"), including a combined proxy statement and statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-/prospectus in the form mailed by Sandwich to the First Priority shareholders and the Mid Penn Sandwich shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). Mid Penn 1855 Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of Mid Penn 1855 Bancorp and First Priority Sandwich shall use commercially reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority and Mid Penn Sandwich shall thereafter promptly mail the Proxy Statement-Statement- Prospectus to the First Priority shareholders and the Mid Penn shareholdersits stockholders. Mid Penn 1855 Bancorp shall also use commercially reasonable its best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority Sandwich shall furnish all information concerning First Priority Sandwich and the holders of First Priority Sandwich Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) 8.1.1 For the purposes of (ix) registering Mid Penn FB Bancorp Common Stock to be offered to holders of First Priority Business Bank Common Stock in connection with the Merger Bank Holding Company Formation with the SEC under the Securities Act and (iiy) holding the First Priority Shareholders’ 1st Pacific Bancorp Shareholders Meeting and the Mid Penn Shareholders’ First Business Bank Shareholders Meeting, Mid Penn First Business Bank shall draft and prepare, and First Priority 1st Pacific Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-/prospectus in the form mailed to the shareholders of First Priority shareholders Business Bank and the Mid Penn shareholders1st Pacific Bancorp, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn FB Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn and First Priority FB Bancorp shall use commercially reasonable its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority Business Bank and Mid Penn 1st Pacific Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn their respective shareholders. Mid Penn FB Bancorp shall also use commercially reasonable its best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority 1st Pacific Bancorp shall furnish all information concerning First Priority 1st Pacific Bancorp, 1st Pacific Bank and the holders of First Priority 1st Pacific Bancorp Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) 8.2.1. For the purposes (x) of (i) registering Mid Penn NYB Common Stock to be offered to holders of First Priority PennFed Common Stock in connection with the Merger with the SEC under the Securities Act and (iiy) of holding the First Priority Shareholders’ Meeting and the Mid Penn Shareholders’ PennFed Stockholders Meeting, Mid Penn NYB shall draft and prepare, and First Priority PennFed shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-/prospectus in the form mailed to the First Priority shareholders and the Mid Penn shareholdersPennFed stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn NYB shall use its reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within 45 days after the date hereof. Each of Mid Penn NYB and First Priority PennFed shall use commercially their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority and Mid Penn PennFed shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn shareholdersits stockholders. Mid Penn NYB shall also use commercially reasonable its best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority PennFed shall furnish all information concerning First Priority PennFed and the holders of First Priority PennFed Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) 8.2.1. For the purposes (x) of (i) registering Mid Penn DNB Common Stock to be offered to holders of First Priority EXX Common Stock in connection with the Merger with the SEC under the Securities Act and (iiy) of holding the First Priority Shareholders’ EXX Shareholders Meeting and the Mid Penn Shareholders’ DNB Shareholders Meeting, Mid Penn DNB shall draft and prepare, and First Priority EXX shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement of EXX, a proxy statement of DNB and a prospectus of DNB satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement-/prospectus in the form mailed to the First Priority shareholders EXX and the Mid Penn DNB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). Mid Penn DNB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn DNB and First Priority EXX shall use their commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of First Priority EXX and Mid Penn DNB shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders EXX and the Mid Penn DNB shareholders. Mid Penn DNB shall also use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and First Priority EXX shall furnish all information concerning First Priority EXX and the holders of First Priority EXX Common Stock as may be reasonably requested in connection with any such action.