Pennsylvania Certificate definition

Pennsylvania Certificate has the meaning given such term in the Recitals.
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Pennsylvania Certificate means a certificate that immediately prior to the Effective Date represented issued and outstanding shares of Pennsylvania Common Stock or issued and outstanding shares of PSB common stock . Pennsylvania Common Stock has the meaning given to the term in Section 3.02(a) of this Agreement. Pennsylvania Disclosure Schedule means, collectively, the disclosure schedules delivered by Pennsylvania to Sterling at or prior to the execution and delivery of this Agreement. Pennsylvania Employee Stock Purchase Plan means the 2003 Employee Stock Purchase Plan of Pennsylvania. Pennsylvania ERISA Affiliate has the meaning given to such term in Section 3.12(a) of this Agreement. Pennsylvania Financials means (a) the audited consolidated financial statements of Pennsylvania as of December 31, 2003, and (b) the unaudited interim consolidated financial statements of Pennsylvania for each calendar quarter after December 31, 2003. Pennsylvania Nominee has the meaning given to the term in Section 1.02(d)(i) of this Agreement.
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Examples of Pennsylvania Certificate in a sentence

  • Sun Delaware formed the Company as a Pennsylvania limited liability company by the filing of the Pennsylvania Certificate, dated as of the Original Filing Date, with the Pennsylvania Department of State pursuant to the Act.

  • This Agreement or the Pennsylvania Certificate may be amended or restated only by a written instrument executed (or, in the case of the Pennsylvania Certificate, approved) by all Members.

  • This Agreement or the Pennsylvania Certificate may be amended or restated only by a written instrument executed (or, in the case of the Pennsylvania Certificate, approved) by the Members.

  • The Merger shall be effective when both the Pennsylvania Certificate of Merger has been filed with the Pennsylvania Secretary of State and the Minnesota Articles of Merger have been filed with the Minnesota Secretary of State or such other date as may be specified in the Pennsylvania Certificate of Merger and the Minnesota Articles of Merger (the "Effective Time").

  • The Plan of Merger, the Minnesota Articles of Merger, the Pennsylvania Certificate of Merger, when executed and delivered by Chiral Quest, will constitute the valid and binding obligation of Chiral Quest, enforceable in accordance with its terms.

  • Promptly following the Closing, but not less than two (2) business days thereafter, the Pennsylvania Certificate of Merger will be filed with the Pennsylvania Secretary of State in accordance with the LLCL and the Minnesota Articles of Merger will be filed with the Minnesota Secretary of State.

  • Simultaneous with or immediately following the Closing, HUB and JBI shall cause to be filed certificates of merger, in form and substance satisfactory to HUB and JBI, with the Department of the Treasury, State of New Jersey (the "New Jersey Certificate of Merger") and the Secretary of State of the Commonwealth of Pennsylvania (the "Pennsylvania Certificate of Merger" together with the New Jersey Certificate of Merger, the "Certificates of Merger").

  • On the Closing Date, to effect the Merger, the parties hereto will cause the Pennsylvania Certificate of Merger and the Minnesota Articles of Merger to be executed by the proper parties.

  • The Company and its Subsidiaries are in compliance with all such Material Permits, except for any failures to be in compliance that would not reasonably be expected to have had a Company Material Adverse Effect.