Common use of Consummation of Merger; Closing Date Clause in Contracts

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey shall be merged with and into OceanFirst (which has heretofore and shall hereinafter be referred to as the “Merger”) pursuant to the laws of the States of Delaware and New Jersey, and OceanFirst shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation”). (b) The Merger shall become effective on the date and at the time specified in the Certificate of Merger to be filed with the Delaware Secretary of State pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) (such time is hereinafter referred to as the “Effective Time”). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst and Central Jersey, the Effective Time shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (c) The closing of the Merger (the “Closing”) shall take place at the offices of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local time on the day that the Effective Time occurs, or such other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey First National/Osceola shall be merged with and into OceanFirst FINB (which has heretofore and shall hereinafter be referred to as the “"Merger”) "), under the charter of First National/Osceola, pursuant to the laws 12 U.S.C. ss.215a of the States of Delaware and New JerseyNational Bank Act, and OceanFirst FINB shall be the surviving corporation (sometimes hereinafter referred to as “"Surviving Corporation”Bank" when reference is made to it after the Effective Time of the Merger (as defined below). (b) ). The name of the Surviving Bank shall be First National Bank of Osceola County, and the business of the Surviving Bank shall be that of a national banking association. The Merger shall become effective on the date and at the time specified set forth in the Certificate of Merger to be filed with the Delaware Secretary of State pursuant relating to the Delaware General Corporation Law (“DGCL”) and in Merger issued by the Certificate of Merger to be filed with the State of New Jersey, Department Office of the Treasury pursuant to Comptroller of the New Jersey Business Corporation Act Currency (“NJBCA”the "OCC") (such time is hereinafter referred to as the “"Effective Time”Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst First National/Osceola and Central JerseyCBF, the Effective Time of the Merger shall occur on the tenth (10th) 10th business day following the later to occur of (i) the effective date (including the expiration of any applicable waiting period) of the last required Consent (as defined hereinbelow) of any Regulatory Authority (as defined hereinbelow) having authority over the transactions contemplated under pursuant to this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and Agreement, (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank First National/Osceola approve the transactions contemplated by this Agreement, or such other time as and (iii) the Parties may agree. (c) The closing date of the Merger (the “Closing”) shall take place at the offices satisfaction or waiver of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local time on the day that the Effective Time occurs, or such all other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject conditions precedent to the provisions of transactions contemplated by this Agreement. As used in this Agreement, at "Consent" shall mean a consent, approval, authorization, waiver, clearance, exemption or similar affirmation by any person pursuant to any contract, permit, law, regulation or order, and "Regulatory Authorities" shall mean, collectively, the Closing there shall be delivered to each OCC, the Florida Department of Banking and Finance (the "Florida Department"), the Office of Thrift Supervision ("OTS"), the Federal Trade Commission (the "FTC"), the United States Department of Justice (the "Justice Department"), the Board of Governors of the Parties hereto Federal Reserve System (the opinions"FRB"), certificates the Federal Deposit Insurance Corporation (the "FDIC"), the National Association of Securities Dealers, Inc., all national securities exchanges and other documents the Securities and instruments required to be so delivered pursuant to this AgreementExchange Commission (the "SEC").

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey Community National Bank shall be merged with and into OceanFirst CINB (which has heretofore and shall hereinafter be referred to as the “"Merger”) "), under the charter of Community National Bank, pursuant to the laws 12 U.S.C. ss.215a of the States of Delaware and New JerseyNational Bank Act, and OceanFirst CINB shall be the surviving corporation (sometimes hereinafter referred to as “"Surviving Corporation”Bank" when reference is made to it after the Effective Time of the Merger (as defined below). (b) ). The name of the Surviving Bank shall be Community National Bank of Pasco County, and the business of the Surviving Bank shall be that of a national banking association. The Merger shall become effective on the date and at the time specified set forth in the Certificate of Merger to be filed with the Delaware Secretary of State pursuant relating to the Delaware General Corporation Law (“DGCL”) and in Merger issued by the Certificate of Merger to be filed with the State of New Jersey, Department Office of the Treasury pursuant to Comptroller of the New Jersey Business Corporation Act Currency (“NJBCA”the "OCC") (such time is hereinafter referred to as the “"Effective Time”Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst Community National Bank and Central JerseyCBF, the Effective Time of the Merger shall occur on the tenth (10th) 10th business day following the later to occur of (i) the effective date (including the expiration of any applicable waiting period) of the last required Consent (as defined hereinbelow) of any Regulatory Authority (as defined hereinbelow) having authority over the transactions contemplated under pursuant to this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and Agreement, (ii) the date on which the shareholders of Central Jersey and OceanFirst Community National Bank approve the transactions contemplated by this Agreement, or such other time as and (iii) the Parties may agree. (c) The closing date of the Merger (the “Closing”) shall take place at the offices satisfaction or waiver of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local time on the day that the Effective Time occurs, or such all other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject conditions precedent to the provisions of transactions contemplated by this Agreement. As used in this Agreement, at "Consent" shall mean a consent, approval, authorization, waiver, clearance, exemption or similar affirmation by any person pursuant to any contract, permit, law, regulation or order, and "Regulatory Authorities" shall mean, collectively, the Closing there shall be delivered to each OCC, the Florida Department of Banking and Finance (the "Florida Department"), the Office of Thrift Supervision ("OTS"), the Federal Trade Commission (the "FTC"), the United States Department of Justice (the "Justice Department"), the Board of Governors of the Parties hereto Federal Reserve System (the opinions"FRB"), certificates the Federal Deposit Insurance Corporation (the "FDIC"), the National Association of Securities Dealers, Inc., all national securities exchanges and other documents the Securities and instruments required to be so delivered pursuant to this AgreementExchange Commission (the "SEC").

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey Merger Sub shall be merged with and into OceanFirst (which has heretofore and shall hereinafter be referred to as the “Merger”) Company pursuant to the laws of the States State of Delaware and New JerseyDelaware, and OceanFirst Company shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation”” when reference is made to it after the Effective Time of the Merger). (b) . Subject to the provisions hereof, Merger Sub and Company shall file with the Delaware Secretary of State a Certificate of Merger in accordance with all applicable legal requirements. The Merger shall become effective on the date and at the time specified in the Certificate of Merger to be filed has been accepted for filing with the Delaware said Secretary of State pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) (such time is hereinafter referred to as the “Effective Time of the Merger” or the “Effective Time”). Subject to the terms and conditions hereof, unless Unless otherwise agreed upon by OceanFirst Parent and Central JerseyCompany, the Effective Time of the Merger shall occur on no later than the tenth (10th) business day third Business Day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this the Merger Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank Company approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (cb) The closing of the Merger (the “Closing”) Closing shall take place at the offices of OceanFirst Financial Corp., 000 Xxxxxxxx Xxxxxx at 0000 Xxxx Xxxx Xxxxxx, Toms RiverRichmond, New Jersey 08754Virginia, at 10:00 a.m. local time (Eastern Time) on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties parties hereto may agree (the “Closing Date” or “Closing”). Subject to the provisions of this Agreement, at At the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey FCB shall be merged with and into OceanFirst EVBS (which has heretofore and shall hereinafter be referred to as the “Merger”) pursuant to the laws of the States Commonwealth of Delaware and New JerseyVirginia, and OceanFirst EVBS shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation” when reference is made to it after the Effective Time of the Merger). Subject to the provisions hereof, EVBS and FCB shall file with the Virginia State Corporation Commission Articles of Merger in substantially the form of Exhibit 1.1(a) attached hereto (the “Articles of Merger”). (b) containing this Agreement and Plan of Merger as an attachment in accordance with all applicable legal requirements. The Merger shall become effective on the date and at the time specified the parties specify in the Certificate Articles of Merger to be filed with the Delaware Secretary of State pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) preceding sentence (such time is hereinafter referred to as the “Effective Time of the Merger” or the “Effective Time”). Subject to the terms and conditions hereof, unless Unless otherwise agreed upon by OceanFirst EVBS and Central JerseyFCB, the Effective Time of the Merger shall occur on be specified as the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and Agreement, (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank EVBS approve the transactions contemplated by this Agreement or (iii) the date on which the shareholders of FCB approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (cb) The closing of the Merger (the “Closing”) shall take place at the Richmond offices of OceanFirst Financial Corp., 000 Xxxxxxxx Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local on a date and time on the day that the Effective Time occurs, or such other date, time and place as the Parties hereto parties may agree (the “Closing Date”). Subject to the provisions of this Agreement, at At the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey First National/Polk shall be merged with and into OceanFirst FINB (which has heretofore and shall hereinafter be referred to as the “"Merger”) "), under the charter of First National/Polk, pursuant to the laws 12 U.S.C. ss.215a of the States of Delaware and New JerseyNational Bank Act, and OceanFirst FINB shall be the surviving corporation (sometimes hereinafter referred to as “"Surviving Corporation”Bank" when reference is made to it after the Effective Time of the Merger (as defined below). (b) ). The name of the Surviving Bank shall be First National Bank of Polk County, and the business of the Surviving Bank shall be that of a national banking association. The Merger shall become effective on the date and at the time specified set forth in the Certificate of Merger to be filed with the Delaware Secretary of State pursuant relating to the Delaware General Corporation Law (“DGCL”) and in Merger issued by the Certificate of Merger to be filed with the State of New Jersey, Department Office of the Treasury pursuant to Comptroller of the New Jersey Business Corporation Act Currency (“NJBCA”the "OCC") (such time is hereinafter referred to as the “"Effective Time”Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst First National/Polk and Central JerseyCBF, the Effective Time of the Merger shall occur on the tenth (10th) 10th business day following the later to occur of (i) the effective date (including the expiration of any applicable waiting period) of the last required Consent (as defined hereinbelow) of any Regulatory Authority (as defined hereinbelow) having authority over the transactions contemplated under pursuant to this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and Agreement, (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank First National/Polk approve the transactions contemplated by this Agreement, or such other time as and (iii) the Parties may agree. (c) The closing date of the Merger (the “Closing”) shall take place at the offices satisfaction or waiver of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local time on the day that the Effective Time occurs, or such all other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject conditions precedent to the provisions of transactions contemplated by this Agreement. As used in this Agreement, at "Consent" shall mean a consent, approval, authorization, waiver, clearance, exemption or similar affirmation by any person pursuant to any contract, permit, law, regulation or order, and "Regulatory Authorities" shall mean, collectively, the Closing there shall be delivered to each OCC, the Florida Department of Banking and Finance (the "Florida Department"), the Office of Thrift Supervision ("OTS"), the Federal Trade Commission (the "FTC"), the United States Department of Justice (the "Justice Department"), the Board of Governors of the Parties hereto Federal Reserve System (the opinions"FRB"), certificates the Federal Deposit Insurance Corporation (the "FDIC"), the National Association of Securities Dealers, Inc., all national securities exchanges and other documents the Securities and instruments required to be so delivered pursuant to this AgreementExchange Commission (the "SEC").

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 2.5 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey Community shall be merged with and into OceanFirst Sun (which has heretofore and shall hereinafter be referred to as the “"Merger”") pursuant to the laws of the States State of Delaware and New Jersey, and OceanFirst Sun shall be the surviving corporation (sometimes hereinafter referred to as “"Surviving Corporation”" when reference is made to it after the Effective Time of the Merger (as defined below). (b) ). The Merger shall become effective on the date and at the time specified in on which the Certificate of Merger to be has been duly filed with the Delaware Secretary Division of State pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State Revenue of New Jersey, Department unless a later date is specified in such Certificate of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) Merger (such time is hereinafter referred to as the “"Effective Time”Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst Sun and Central JerseyCommunity, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this the Merger Agreement and or the satisfaction or waiver of all of the other terms and conditions of this Bank Merger Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank Community approve the transactions contemplated by this Agreement, or such other time as the Parties parties may agree. (cb) The closing of the Merger (the “"Closing”") shall take place at the principal offices of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, Sun at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties parties hereto may agree (the “"Closing Date”"). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 2.5 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey Advantage shall be merged with and into OceanFirst Sun Bank (which has heretofore and shall hereinafter be referred to as the “"Merger”") pursuant to the laws National Bank Act, as amended (the "National Bank Act"), the New Jersey Banking Act of 1948, as amended (the "New Jersey Banking Act"), as well as the applicable regulations of the States Office of Delaware the Comptroller of the Currency (the "OCC") and the New JerseyJersey Department of Banking and Insurance (the "Department"), and OceanFirst Sun Bank shall be the surviving corporation (sometimes hereinafter referred to as “"Surviving Corporation”"). (b) The Merger shall become effective on the date and at the time specified in the Certificate of Merger certificate to be filed with issued by the Delaware Secretary of State pursuant to OCC approving the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) (such time is hereinafter referred to as the “"Effective Time”Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst Sun and Central JerseyAdvantage, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank Advantage approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (c) The closing of the Merger (the “"Closing”") shall take place at the principal offices of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, Sun at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties parties hereto may agree (the “"Closing Date”"). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey GFH shall be merged with and into OceanFirst HRB (which has heretofore and shall hereinafter be referred to as the “Merger”) pursuant to the laws of the States Commonwealth of Delaware Virginia and New Jerseythe State of North Carolina, and OceanFirst HRB shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation” when reference is made to it after the Effective Time of the Merger). Subject to the provisions hereof, HRB and GFH shall file with the North Carolina Secretary of State Articles of Merger in substantially the form of Exhibit 1.1(a)-1 attached hereto and with the Virginia State Corporation Commission Articles of Merger in substantially the form of Exhibit 1.1(a)-2 attached hereto containing this Agreement and Plan of Merger (the “Plan of Merger”). (b) as an attachment in accordance with all applicable legal requirements. The Merger shall become effective on the date and at the time specified the parties specify in the Certificate Articles of Merger to be filed with in North Carolina and the Delaware Secretary Articles of State Merger filed in Virginia pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) preceding sentence (such time is hereinafter referred to as the “Effective Time of the Merger” or the “Effective Time”). Subject to the terms and conditions hereof, unless Unless otherwise agreed upon by OceanFirst HRB and Central JerseyGFH, the Effective Time of the Merger shall occur on be specified as the tenth fifteenth (10th15th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and Merger Agreement, (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank HRB approve the transactions contemplated by this Agreement or (iii) the date on which the shareholders of GFH approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (cb) The closing of the Merger (the “Closing”) shall take place at the Norfolk offices of OceanFirst Financial Corp., 000 Xxxxxxxx Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local on a date and time on the day that the Effective Time occurs, or such other date, time and place as the Parties hereto parties may agree (the “Closing Date”). Subject to the provisions of this Agreement, at At the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey Albemarle First shall be merged with and into OceanFirst Rockingham Heritage (which has heretofore and shall hereinafter be referred to as the “Merger”) pursuant to the laws of the States Commonwealth of Delaware and New JerseyVirginia, and OceanFirst Rockingham Heritage shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation” when reference is made to it after the Effective Time of the Merger). Subject to the provisions hereof, Rockingham Heritage and Albemarle First shall file with the Virginia State Corporation Commission Articles of Merger containing a Plan of Merger in substantially the form of Exhibit A attached hereto (the “Plan of Merger”). (b) in accordance with all applicable legal requirements. The Merger shall become effective on the date and at the time on which Articles of Merger have been accepted for filing with said State Corporation Commission, unless a later date is specified in the Certificate such Articles of Merger to be filed with the Delaware Secretary of State pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) (such time is hereinafter referred to as the “Effective Time of the Merger” or the “Effective Time”). Subject to the terms and conditions hereof, unless Unless otherwise agreed upon by OceanFirst Premier and Central JerseyAlbemarle First, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this the Merger Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank Albemarle First approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (cb) The closing of the Merger (the “Closing”) shall take place at the Richmond offices of OceanFirst Financial Corp., 000 Xxxxxxxx Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local on a date and time on the day that the Effective Time occurs, or such other date, time and place as the Parties hereto parties may agree (the “Closing Date”). Subject to the provisions of this Agreement, at At the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey Monticello shall be merged with and into OceanFirst CapitalSouth (which has heretofore and shall hereinafter be referred to as the “Merger”) pursuant to the laws of the States of Delaware and New JerseyFlorida, and OceanFirst CapitalSouth shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation”” when reference is made to it after the Effective Time of the Merger (as defined below). (b) ). The Merger shall become effective on the date and at the time specified in the Certificate on which Articles of Merger to be have been duly filed with the Delaware Secretary Secretaries of State pursuant to the of Delaware General Corporation Law (“DGCL”) and Florida, unless a later date is specified in the Certificate such Articles of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) (such time is hereinafter referred to as the “Effective TimeTime of the Merger”). Subject to the terms and conditions hereof, the Effective Time of the Merger, unless otherwise agreed upon by OceanFirst CapitalSouth and Central JerseyMonticello, the Effective Time shall occur on the tenth (10th) business day following the later latest to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and or the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and Bank Merger Agreement, (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank Monticello approve the transactions contemplated by this Agreement, or such other time as and (iii) the Parties may agreedate on which the stockholders of CapitalSouth approve the transactions contemplated by this Agreement. (cb) The closing of the Merger (the “Closing”) shall take place at the offices principal business office of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, CapitalSouth at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey CENIT shall be merged with and into OceanFirst ST-Sub (which has heretofore and shall hereinafter be referred to as the “"Merger”") pursuant to the laws of the States of Delaware Alabama and New JerseyDelaware, and OceanFirst ST-Sub shall be the surviving corporation (sometimes hereinafter referred to as “"Surviving Corporation”" when reference is made to it after the Effective Time of the Merger (as defined below). (b) ). The Merger shall become effective on the date and at the time specified in the on which a Certificate or Articles of Merger to be have been duly filed with the Delaware Secretary Secretaries of State pursuant to the Delaware General Corporation Law (“DGCL”) of Alabama and Delaware, unless a later date is specified in the such Certificate or Articles of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) (such time is hereinafter referred to as the “"Effective Time”Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst SouthTrust and Central JerseyCENIT, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this the Merger Agreement and or the satisfaction or waiver of all of the other terms and conditions of this Subsidiary Merger Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank CENIT, to the extent that their approval is required by applicable law, approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (cb) The closing of the Merger (the “"Closing”") shall take place at the principal offices of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, CENIT at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties parties hereto may agree (the “"Closing Date”"). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey FloridaFirst shall be merged with and into OceanFirst ST-Sub (which has heretofore and shall hereinafter be referred to as the “"Merger”") pursuant to the laws of the States of Delaware Alabama and New JerseyFlorida, and OceanFirst ST-Sub shall be the surviving corporation (sometimes hereinafter referred to as “"Surviving Corporation”" when reference is made to it after the Effective Time of the Merger (as defined below). (b) ). The Merger shall become effective on the date and at the time specified in the Certificate on which Articles of Merger to be have been duly filed with the Delaware Secretary Secretaries of State pursuant to the Delaware General Corporation Law (“DGCL”) of Alabama and Florida, unless a later date is specified in the Certificate such Articles of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) (such time is hereinafter referred to as the “"Effective Time”Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst SouthTrust and Central JerseyFloridaFirst, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this the Merger Agreement and or the satisfaction or waiver of all of the other terms and conditions of this Bank Merger Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank FloridaFirst approve the transactions contemplated by this Agreement, or such other time as the Parties parties may agree. (cb) The closing of the Merger (the “"Closing”") shall take place at the principal offices of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, FloridaFirst at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties parties hereto may agree (the “"Closing Date”"). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey Farnsworth shall be merged with and xxxx xxx into OceanFirst Sterling (which has heretofore and shall hereinafter be referred to as the “"Merger”") pursuant to the laws of the States State of Delaware and New Jersey, and OceanFirst Sterling shall be the surviving corporation (sometimes hereinafter referred to as “"Surviving Corporation”"). (b) The Merger shall become effective on the date and at the time specified in the Certificate certificate of Merger merger to be filed with the Delaware New Jersey Secretary of State pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“"NJBCA”") (such time is hereinafter referred to as the “"Effective Time”"). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst Sterling and Central JerseyFarnsworth, the Effective Time shall Xxxx xxxll occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey Farnsworth and OceanFirst Bank approve Sterling Baxx xxxxxxx the transactions contemplated by this Agreement, or such other time as the Parties may agree. (c) The closing of the Merger (the “"Closing”") shall take place at the offices of OceanFirst Financial Corp.Dilworth Paxson LLP, 000 1730 Xxxxxx Xxxxxx, Toms River3200 Mellon Bank Center, New Jersey 08754Pxxxxxxxxxxx, at 10:00 a.m. local time Xxxxxxxxxxxx 00000, xx 00:00 x.x. xxxxx xxxx on the day that the Effective Time occurs, or such other date, time and place as the Parties hereto may agree (the “"Closing Date”"). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey GFH shall be merged with and into OceanFirst HRB (which has heretofore and shall hereinafter be referred to as the “Merger”) pursuant to the laws of the States Commonwealth of Delaware Virginia and New Jerseythe State of North Carolina, and OceanFirst HRB shall be the surviving corporation (sometimes hereinafter referred to as “Surviving S urviving Corporation” when reference is made to it after the Effective Time of the Merger). Subject to the provisions hereof, HRB and GFH shall file with the North Carolina Secretary of State Articles of Merger in substantially the form of Exhibit 1.1(a)-1 attached hereto and with the Virginia State Corporation Commission Articles of Merger in substantially the form of Exhibit 1.1(a)-2 attached hereto containing this Agreement and Plan of Merger (the “Plan of Merger”). (b) as an attachment in accordance with all applicable legal requirements. The Merger shall become effective on the date and at the time specified the parties specify in the Certificate Articles of Merger to be filed with in North Carolina and the Delaware Secretary Articles of State Merger filed in Virginia pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) preceding sentence (such time is hereinafter referred to as the “Effective Time of the Merger” or the “Effective Time”). Subject to the terms and conditions hereof, unless Unless otherwise agreed upon by OceanFirst HRB and Central JerseyGFH, the Effective Time of the Merger shall occur on be specified as the tenth fifteenth (10th15th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and Merger Agreement, (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank HRB approve the transactions contemplated by this Agreement or (iii) the date on which the shareholders of GFH approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (cb) The closing of the Merger (the “Closing”) shall take place at the Norfolk offices of OceanFirst Financial Corp., 000 Xxxxxxxx Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local on a date and time on the day that the Effective Time occurs, or such other date, time and place as the Parties hereto parties may agree (the “Closing Date”). Subject to the provisions of this Agreement, at At the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments inst ruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject On the terms and subject to the provisions hereofconditions set forth in this Agreement, including, without limitation, Section 2.6 hereof respecting at the possible restructuring Effective Time of the transaction Merger, a corporation to be organized under certain circumstancesthe laws of State of New Jersey as a wholly owned subsidiary of Kearny for the sole purpose of facilitating the Merger (“Merger Sub”), Central Jersey shall be merged with and into OceanFirst (which has heretofore and shall hereinafter be referred to as the “Merger”) Central Jersey pursuant to the laws provisions of the States New Jersey Business Corporation Act (“NJBCA”) and the separate corporate existence of Delaware and New Jersey, and OceanFirst Merger Sub shall cease. Central Jersey shall be the surviving corporation of the Merger (sometimes hereinafter referred to as the “Surviving Corporation”)) and shall continue its corporate existence under the laws of the State of New Jersey as a subsidiary of Kearny. The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of Kearny, Kearny Bank, Central Jersey and Central Jersey Bank, and of the Plan of Merger to be entered into by and between Merger Sub and Central Jersey substantially in the form appended as Exhibit A, which will be approved and adopted by the Boards of Directors of Central Jersey and of Merger Sub and by Kearny as the sole shareholder of Merger Sub. (b) The Subject to the prior satisfaction or waiver of the conditions set forth in Articles 7, 8 and 9 hereof, the Merger shall become effective on as of the date and at the time specified in the Certificate of Merger to be filed with the Delaware Secretary New Jersey Office of the State Treasurer pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) NJBCA (such time is hereinafter referred to as the “Effective TimeTime of the Merger”). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst Kearny and Central Jersey, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank approve the transactions contemplated by this Agreement, or such other time as the Parties may agree; provided, however, that the Parties agree to extend the time on which the Effective Time of the Merger shall occur to the forty-fifth (45th) business day (c) following the later to occur of the aforementioned events solely for the purpose of accomplishing the redemption of the Central Jersey Preferred Shares as contemplated in Section 6.14. (c) The closing of the Merger (the “Closing”) shall take place at the principal offices of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, Kearny at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject On the terms and subject to the provisions hereofconditions set forth in this Agreement, including, without limitation, Section 2.6 hereof respecting at the possible restructuring Effective Time of the transaction Merger, a corporation to be organized under certain circumstancesthe laws of State of New Jersey as a wholly owned subsidiary of Kearny for the sole purpose of facilitating the Merger (“Merger Sub”), Central Jersey shall be merged with and into OceanFirst (which has heretofore and shall hereinafter be referred to as the “Merger”) Central Jersey pursuant to the laws provisions of the States New Jersey Business Corporation Act (“NJBCA”) and the separate corporate existence of Delaware and New Jersey, and OceanFirst Merger Sub shall cease. Central Jersey shall be the surviving corporation of the Merger (sometimes hereinafter referred to as the “Surviving Corporation”)) and shall continue its corporate existence under the laws of the State of New Jersey as a subsidiary of Kearny. The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of Kearny, Kearny Bank, Central Jersey and Central Jersey Bank, and of the Plan of Merger to be entered into by and between Merger Sub and Central Jersey substantially in the form appended as Exhibit A, which will be approved and adopted by the Boards of Directors of Central Jersey and of Merger Sub and by Kearny as the sole shareholder of Merger Sub. (b) The Subject to the prior satisfaction or waiver of the conditions set forth in Articles 7, 8 and 9 hereof, the Merger shall become effective on as of the date and at the time specified in the Certificate of Merger to be filed with the Delaware Secretary New Jersey Office of the State Treasurer pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) NJBCA (such time is hereinafter referred to as the “Effective TimeTime of the Merger”). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst Kearny and Central Jersey, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank approve the transactions contemplated by this Agreement, or such other time as the Parties may agree; provided, however, that the Parties agree to extend the time on which the Effective Time of the Merger shall occur to the forty-fifth (45th) business day following the later to occur of the aforementioned events solely for the purpose of accomplishing the redemption of the Central Jersey Preferred Shares as contemplated in Section 6.14. (c) The closing of the Merger (the “Closing”) shall take place at the principal offices of OceanFirst Financial Corp., 000 Xxxxxx Xxxxxx, Toms River, New Jersey 08754, Kearny at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject On the terms and subject to the provisions hereofconditions set forth in this Agreement, including, without limitation, Section 2.6 hereof respecting at the possible restructuring Effective Time of the transaction Merger, a corporation to be organized under certain circumstancesthe laws of Commonwealth of Pennsylvania as a wholly owned subsidiary of Beneficial for the sole purpose of facilitating the Merger (“Merger Sub”), Central Jersey shall be merged with and into OceanFirst (which has heretofore and shall hereinafter be referred to as the “Merger”) SE Corp pursuant to the laws provisions of the States Pennsylvania Business Corporation Law, as amended (“BCL”) and the separate corporate existence of Delaware and New Jersey, and OceanFirst Merger Sub shall cease. SE Corp shall be the surviving corporation of the Merger (sometimes hereinafter referred to as the “Surviving Corporation”)) and shall continue its corporate existence under the laws of the Commonwealth of Pennsylvania. The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of Beneficial, Beneficial Bank, SE Corp and SE Bank, and of the Plan of Merger to be entered into by and between Merger Sub and SE Corp substantially in the form appended as Exhibit A, which will be approved and adopted by the Boards of Directors of SE Corp and Merger Sub and by Beneficial as the sole shareholder of Merger Sub. (b) The Subject to the prior satisfaction or waiver of the conditions set forth in Articles 7, 8 and 9 hereof, the Merger shall become effective on as of the date and at the time specified in the Certificate Articles of Merger to be filed with the Delaware Secretary Pennsylvania Department of the State pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) BCL (such time is hereinafter referred to as the “Effective Time”). Subject to the terms and conditions hereof, unless otherwise agreed upon by OceanFirst Beneficial and Central JerseySE Corp, the Effective Time of the Merger shall occur on at such time as the tenth (10th) business day following Parties may agree within 30 days after the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement Agreement, (ii) the date on which the shareholders of SE Corp approve the transactions contemplated by this Agreement, and (iii) the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (c) The closing of the Merger (the “Closing”) shall take place at the principal offices of OceanFirst Financial Corp.Beneficial’s counsel, 000 Xxxxxx XxxxxxXxxxxxxx Ronon Xxxxxxx & Xxxxx, Toms River, New Jersey 08754LLP, at 10:00 a.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the Parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the Parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey SFC shall be merged with and into OceanFirst HRB (which has heretofore and shall hereinafter be referred to as the “Merger”) pursuant to the laws of the States Commonwealth of Delaware and New JerseyVirginia, and OceanFirst HRB shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation” when reference is made to it after the Effective Time of the Merger). Subject to the provisions hereof, HRB and SFC shall file with the Virginia State Corporation Commission Articles of Merger containing a Plan of Merger in substantially the form of Exhibit A attached hereto (the “Plan of Merger”). (b) in accordance with all applicable legal requirements. The Merger shall become effective on the date and at the time on which Articles of Merger have been accepted for filing with said State Corporation Commission, unless a later date is specified in the Certificate such Articles of Merger to be filed with the Delaware Secretary of State pursuant to the Delaware General Corporation Law (“DGCL”) and in the Certificate of Merger to be filed with the State of New Jersey, Department of the Treasury pursuant to the New Jersey Business Corporation Act (“NJBCA”) (such time is hereinafter referred to as the “Effective Time of the Merger” or the “Effective Time”). Subject to the terms and conditions hereof, unless Unless otherwise agreed upon by OceanFirst HRB and Central JerseySFC, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under this Agreement and the satisfaction or waiver of all of the other terms and conditions of this Agreement (other than the filing of a Certificate of Merger) and Merger Agreement, (ii) the date on which the shareholders of Central Jersey and OceanFirst Bank HRB approve the transactions contemplated by this Agreement or (iii) the date on which the shareholders of SFC approve the transactions contemplated by this Agreement, or such other time as the Parties may agree. (cb) The closing of the Merger (the “Closing”) shall take place at the Norfolk offices of OceanFirst Financial Corp., 000 Xxxxxxxx Xxxxxx Xxxxxx, Toms River, New Jersey 08754, at 10:00 a.m. local on a date and time on the day that the Effective Time occurs, or such other date, time and place as the Parties hereto parties may agree (the “Closing Date”). Subject to the provisions of this Agreement, at At the Closing there shall be delivered to each of the Parties parties hereto the opinions, certificates and other documents and instruments required to be so delivered pursuant to this Agreement.