CONDITIONS TO OBLIGATIONS OF CENTRAL JERSEY. The obligation of Central Jersey to consummate the Merger as contemplated herein is subject to each of the following conditions, unless waived as hereinafter provided for:
CONDITIONS TO OBLIGATIONS OF CENTRAL JERSEY. Section 9.1 Representations and Warranties Section 9.2 Performance of Obligations Section 9.3 Certificate Representing Satisfaction of Conditions
CONDITIONS TO OBLIGATIONS OF CENTRAL JERSEY. 37 Section 9.1. Representations and Warranties. 37 Section 9.2. Performance of Obligations. 37 Section 9.3. Certificate Representing Satisfaction of Conditions. 37 Section 9.4. Consents Under Agreements. 37 Section 9.5. OceanFirst Shares. 38 Section 9.6. Receipt of Voting Agreements. 38 Section 9.7. Employment. 38 ARTICLE X. TERMINATION, WAIVER AND AMENDMENT 38 Section 10.1. Termination. 38 Section 10.2. Effect of Termination; Termination Fee. 39 Section 10.3. Amendments. 39 Section 10.4. Waivers. 39 Section 10.5. Non-Survival of Representations, Warranties and Covenants. 40 ARTICLE XI. MISCELLANEOUS 40 Section 11.1. Definitions. 40 Section 11.2. Entire Agreement. 42 Section 11.3. Notices. 42 Section 11.4. Severability. 43 Section 11.5. Costs and Expenses. 43 Section 11.6. Captions. 43 Section 11.7. Counterparts. 43 Section 11.8. Persons Bound; No Assignment. 43 Section 11.9. Governing Law. 43 Section 11.10. Exhibits and Schedules. 44 Section 11.11. Waiver. 44 Section 11.12. Construction of Terms. 44 Section 11.13. Entire Agreement; No Third Party Beneficiaries. 44 AGREEMENT AND PLAN OF MERGER By and Between OCEANFIRST FINANCIAL CORP. AND CENTRAL JERSEY BANCORP This AGREEMENT AND PLAN OF MERGER, dated as of the 26th day of May, 2009 (this “Agreement”), by and between OCEANFIRST FINANCIAL CORP, a Delaware corporation (“OceanFirst”), and CENTRAL JERSEY BANCORP, a New Jersey corporation (“Central Jersey”) (collectively, the “Parties”). WITNESSETH THAT:
