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 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) 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) For the purposes (x) of (i) registering Mid Penn Xxxxxxxx Common Stock to be offered to holders of First Priority VIST 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’ VIST Shareholders Meeting, Mid Penn Xxxxxxxx shall draft and prepare, and First Priority VIST 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 VIST shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn Xxxxxxxx shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn Xxxxxxxx and First Priority VIST 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 VIST and Mid Penn Xxxxxxxx shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn VIST shareholders. Mid Penn Xxxxxxxx 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 VIST shall furnish all information concerning First Priority VIST and the holders of First Priority VIST Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. (a) 8.2.1. For the purposes of (i) registering Mid Penn PFS Common Stock to be offered to holders of First Priority SBBX Common Stock in connection with the Merger with the SEC under the Securities Act Act, and (ii) holding the First Priority Shareholders’ Meeting and the Mid Penn Shareholders’ SBBX Shareholders Meeting, Mid Penn PFS shall draft and prepare, and First Priority SBBX shall cooperate in the preparation of, the Merger Registration Statement, including including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, 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 prospectus and proxy statement-prospectus , in the form mailed to the First Priority shareholders and the Mid Penn SBBX shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn PFS shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with as promptly as practicable following the SECdate of this Agreement and in any event within forty-five (45) days from the date hereof. Each of Mid Penn PFS and First Priority SBBX 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 SBBX shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn their respective shareholders. Mid Penn PFS 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 SBBX shall furnish all information concerning First Priority SBBX and the holders of First Priority SBBX 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 BCB Common Stock to be offered to holders of First Priority Allegiance Bank 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’ Allegiance Bank Shareholders Meeting, Mid Penn BCB shall draft and prepare, and First Priority Allegiance Bank 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 Allegiance Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn BCB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn BCB and First Priority Allegiance Bank 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 Allegiance Bank shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn Allegiance Bank shareholders. Mid Penn BCB 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 Allegiance Bank shall furnish all information concerning First Priority Allegiance Bank and the holders of First Priority Allegiance Bank Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) For the purposes of (i) registering Mid Penn BMBC Common Stock to be offered to holders of First Priority FKF Common Stock in connection with the Merger with the SEC under the Securities Act and (iib) of holding the First Priority Shareholders’ Meeting and the Mid Penn Shareholders’ FKF Shareholders Meeting, Mid Penn BMBC shall promptly draft and prepare, and First Priority FKF 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 FKF shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within sixty (60) days after the date of this Agreement or as soon as reasonably practicable thereafter. Each of Mid Penn BMBC and First Priority FKF 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 FKF and Mid Penn BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn FKF shareholders. Mid Penn BMBC 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 FKF shall furnish all information concerning First Priority FKF and the holders of First Priority FKF 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 BMBC Common Stock to be offered to holders of First Priority CBH Common Stock in connection with the Merger with the SEC under the Securities Act and (iiy) of holding the First Priority Shareholders’ CBH Shareholders Meeting and the Mid Penn Shareholders’ BMBC Shareholders Meeting, Mid Penn BMBC shall draft and prepare, and First Priority CBH 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 CBH and the Mid Penn BMBC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn BMBC and First Priority CBH 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 CBH and Mid Penn BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders CBH and the Mid Penn BMBC shareholders. Mid Penn BMBC shall also use its commercially reasonable 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 CBH shall furnish all information concerning First Priority CBH and the holders of First Priority CBH 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) 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) 8.2.1. For the purposes (x) of (i) registering Mid Penn FNFG Common Stock to be offered to holders of First Priority TFC 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’ TFC Stockholders Meeting, Mid Penn FNFG shall draft and prepare, and First Priority TFC 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 by TFC to the First Priority shareholders and the Mid Penn shareholdersTFC stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). Mid Penn FNFG shall provide TFC and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of Mid Penn FNFG and First Priority TFC 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 TFC and Mid Penn FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn shareholdersits stockholders. Mid Penn FNFG 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 TFC shall furnish all information concerning First Priority TFC and the holders of First Priority TFC 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 NEWCO Common Stock to be offered to holders of First Priority Alliance 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 and the Mid Penn Shareholders’ Alliance Stockholders Meeting, Mid Penn NEWCO, at its expense, shall draft and prepare, and First Priority Alliance shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NHSB in the Merger (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 by Alliance to the First Priority shareholders and the Mid Penn shareholdersAlliance stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Mid Penn NEWCO shall provide Alliance and its counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NEWCO shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of Mid Penn NEWCO and First Priority Alliance 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 and Mid Penn Alliance shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority shareholders and the Mid Penn shareholdersits stockholders. Mid Penn NEWCO 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 Alliance shall furnish to NEWCO all information concerning First Priority Alliance and the holders of First Priority Alliance Common Stock as may be reasonably requested in connection with any such action.. Back to Contents

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.

Proxy Statement/Prospectus. (a) For the purposes of (i) registering Mid Penn Common Stock to be offered to holders of First Priority Riverview Common Stock in connection with the Merger with the SEC under the Securities Act and (ii) holding the First Priority Riverview Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, Mid Penn shall draft and prepare, and First Priority Riverview 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 Riverview 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 shall, as soon as practicable (but no later than 60 days after the execution of this Agreement), 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 Riverview 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 Riverview and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to the First Priority Riverview 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 Riverview shall furnish all information concerning First Priority Riverview and the holders of First Priority Riverview 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 sky” "Blue 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.