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

Consummation of Merger; Closing Date. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the Merger, Roma Financial Acquisition Subsidiary, Inc., a corporation to be organized under the laws of State of New Jersey as a wholly owned subsidiary of Roma for the sole purpose of facilitating the Merger (“Merger Sub”), shall be merged with and into Sterling pursuant to the provisions of the New Jersey Business Corporation Act (“NJBCA”) and the separate corporate existence of Merger Sub shall cease. Sterling 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 Roma. 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 Roma, Roma Bank, Sterling and Sterling Bank, and of the Plan of Merger to be entered into by and between Merger Sub and Sterling substantially in the form appended as Exhibit A, which will be approved and adopted by the Boards of Directors of Sterling and of Merger Sub and by Roma as the sole shareholder of Merger Sub.

Consummation of Merger; Closing Date. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the Merger, Roma Financial Acquisition Subsidiary, Inc., a corporation to be organized under the laws of State of New Jersey as a wholly owned subsidiary of Roma Kearny for the sole purpose of facilitating the Merger (“Merger Sub”), shall be merged with and into Sterling Central Jersey pursuant to the provisions of the New Jersey Business Corporation Act (“NJBCA”) and the separate corporate existence of Merger Sub shall cease. Sterling 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 RomaKearny. 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 RomaKearny, Roma Kearny Bank, Sterling Central Jersey and Sterling Central Jersey Bank, and of the Plan of Merger to be entered into by and between Merger Sub and Sterling Central Jersey substantially in the form appended as Exhibit A, which will be approved and adopted by the Boards of Directors of Sterling Central Jersey and of Merger Sub and by Roma Kearny as the sole shareholder of Merger Sub.