Common use of Structure of the Merger Clause in Contracts

Structure of the Merger. On the Effective Date (as defined herein), Haven will merge with and into Queens ("Merger"), with Queens being the surviving entity, pursuant to the provisions of, and with the effect provided in, the Delaware General Corporation Law ("DGCL"). Subject to the receipt of any necessary clearances, the parties intend that the name of the Surviving Corporation shall be "New York Community Bancorp, Inc." (or a variation thereof acceptable to Queens). Upon consummation of the Merger, the separate corporate existence of Haven shall cease. Queens shall continue to be governed by the laws of the State of Delaware, and its separate corporate existence, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. Queens may at any time prior to the Effective Time change the method of effecting the combination with Haven (including, without limitation, the provisions of this Article I) if and to the extent it deems such change to be necessary or appropriate; provided, however, that no such change shall (1) alter or change the amount or kind of consideration to be issued to holders of Haven Common Stock as provided for in this Agreement, (2) adversely affect the tax treatment of Haven or Haven's stockholders as a result of receiving the Merger Consideration (as defined herein), (3) materially impede or delay consummation of the transactions contemplated by this Agreement or (4) adversely effect the obligations of Queens hereunder. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement in order to reflect such election.