Eastern Research Group - Certificate of Merger (MA) .pdf

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Attached to
Master Agreement AZ|CTR070398
Contract number
CTR070398
Issued by
Arizona

About this file

This document is a Certificate of Merger filed under the Massachusetts Business Corporation Act, involving two entities: PG Environmental, LLC, a Virginia-based limited liability company located in Chantilly, VA, and Eastern Research Group, Inc., a Massachusetts corporation headquartered in Concord, MA. The merger involves PG Environmental, LLC as the Merged Entity and Eastern Research Group, Inc. as the Surviving Entity, with the merger becoming effective on January 1, 2024.

The document details the terms of the merger, including the agreement being approved and executed by both entities on November 28, 2023. Both companies are signed by the same CEO, David Meyers. The merger includes provisions for maintaining business records, with a copy of the Agreement and Plan of Merger to be kept at the Surviving Entity's principal place of business and made available upon request to members of either entity. The document also outlines service of process arrangements, specifying that the Massachusetts Commonwealth secretary will serve as the legal representative for the Surviving Entity if no local agent is maintained.

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Text version

CERTIFICATE OF MERGER

Pursuant to Chapter 156D, Section 11.02 of the Massachusetts Business Corporation Act (the “MBCA”), the undersigned parties submit this Certificate of Merger.

1. Business Entities Involved. The name and information required by the MBCA for each business entity that is to consolidate or merge is as follows:

PG Environmental, LLC is a limited liability company organized under the laws of Virginia (the “Merged Entity”). The federal employer identification number of the Merged Entity is 20-3507389. The office location of the Merged Entity is 14555 Avion Parkway, Suite 125, Chantilly, VA 20151. The Articles of Organization of the Merged Entity was filed with the Secretary of the Commonwealth of the Commonwealth of Virginia on September 12, 2005.

Eastern Research Group, Inc. is a corporation incorporated under the laws of Massachusetts (the “Surviving Entity”). The federal employer identification number of the Surviving Entity is 04-2807100. The office location of the Surviving Entity is 561 Virginia Road Building 4 Suite 300, Concord, MA 01742. The certificate of incorporation of the Surviving Entity was filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts on November 3, 1983.

2. Agreement and Plan of Merger. An Agreement and Plan of Merger has been approved and executed in accordance with Chapter 156D, Section 11.02 of the MBCA by both the Merged Entity and the Surviving Entity.

3. Effective Date. This Certificate of Merger shall become effective as of January 1, 2024.

4. Agreement and Plan of Merger on File. A copy of the Agreement and Plan of Merger that has been approved and executed by each of the undersigned business entities is on file at the principal place of business of the Surviving Entity, the address of which is 561 Virginia Road Building 4 Suite 300, Concord, MA 01742.

5. Copy of Agreement and Plan of Merger to be Furnished. A copy of the Agreement and Plan of Merger will be furnished by the Surviving Entity, on request and without cost, to any member of the Merged Entity or the Surviving Entity.

6. Service of Process for Surviving Entity. The Surviving Entity hereby agrees that, if it does not continuously maintain an agent for service of process in the Commonwealth of Massachusetts, the Commonwealth secretary shall be irrevocably appointed to be its true and lawful attorney upon whom all lawful process in any action or proceeding in the Commonwealth of Massachusetts may be served in the manner set forth in subsections (d), (e), (f) and (g) of Section 15.10 of subdivision A of Part 15 of Chapter 156D of the MBCA relative to foreign corporations.

Signature Page - Massachusetts Certificate of Merger

IN WITNESS WHEREOF, the parties hereto have caused this Certificate of Merger to be executed and delivered this 28th day of November, 2023.

PG ENVIRONMENTAL, LLC

By:

Name: David Meyers Title: CEO

EASTERN RESEARCH GROUP, INC.

By:

Name: David Meyers

Title: CEO

File details come from the government source that posted it. Updated .