2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 25 - Registered Corporations › Section 2581 - Definitions

§ 2581. Definitions.
The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Acquiring person."
The term shall have the meaning specified in section 2562 (relating to definitions).
"Control-share acquisition."
The term shall have the meaning specified in section 2562.
"Control-share approval."
(1) The occurrence of both:
(i) a control-share acquisition to which Subchapter G (relating to control-share acquisitions) applies with respect to a registered corporation described in section 2502(1)(i) (relating to registered corporation status) by an acquiring person; and
(ii) the according by such registered corporation of voting rights pursuant to section 2564(a) (relating to voting rights of shares acquired in a control-share acquisition) in connection with such control-share acquisition to control shares of the acquiring person.
(2) The term shall also include a control-share acquisition effected by an acquiring person, other than a control-share acquisition described in section 2561(b)(3), (4) or (5) (other than section 2561(b)(5)(vii)) (relating to application and effect of subchapter) if the control-share acquisition:
(i) (A) occurs primarily in response to the actions of an other acquiring person where Subchapter G applies to a control-share acquisition or proposed control-share acquisition by such other acquiring person; and
(B) either:
(I) pursuant to an agreement or plan described in section 2561(b)(5)(vii);
(II) after adoption of an amendment to the articles of the registered corporation pursuant to section 2561(b)(2)(iii); or
(III) after reincorporation of the registered corporation in another jurisdiction;
if the agreement or plan is approved or the amendment or reincorporation is adopted by the board of directors of the corporation during the period commencing after the satisfaction by such other acquiring person of the requirements of section 2565(a) or (b) (relating to procedure for establishing voting rights of control shares) and ending 90 days after the date such issue is voted on by the shareholders, is withdrawn from consideration or becomes moot; or
(ii) is consummated in any manner by a person who satisfied, within two years prior to such acquisition, the requirements of section 2565(a) or (b).
"Control shares."
The term shall have the meaning specified in section 2562.
"Eligible employee."
Any employee of a registered corporation (or any subsidiary thereof) if:
(1) the registered corporation was the subject of a control-share approval;
(2) the employee was an employee of such corporation (or any subsidiary thereof) within 90 days before or on the day of the control-share approval and had been so employed for at least two years prior thereto; and
(3) the employment of the employee is in this Commonwealth.
"Employee."
Any person lawfully employed by an employer.
"Employment in this Commonwealth."
(1) The entire service of an employee, performed inside and outside of this Commonwealth, if the service is localized in this Commonwealth.
(2) Service shall be deemed to be localized in this Commonwealth if:
(i) the service is performed entirely inside this Commonwealth; or
(ii) the service is performed both inside and outside of this Commonwealth but the service performed outside of this Commonwealth is incidental to the service of the employee inside this Commonwealth, as where such service is temporary or transitory in nature or consists of isolated transactions.
(3) Employment in this Commonwealth shall also include service of the employee, performed inside and outside of this Commonwealth, if the service is not localized in any state, but some of the service is performed in this Commonwealth, and:
(i) the base of operations of the employee is in this Commonwealth;
(ii) there is no base of operations, and the place from which such service is directed or controlled is in this Commonwealth; or
(iii) the base of operations of the employee or place from which such service is directed or controlled is not in any state in which some part of the service is performed, but the residence of the employee is in this Commonwealth.
"Minimum severance amount."
With respect to an eligible employee, the weekly compensation of the employee multiplied by the number of the completed years of service of the employee, up to a maximum of 26 times the weekly compensation of the employee.
"Subsidiary."
The term shall have the meaning specified in section 2552 (relating to definitions).
"Termination of employment."
The layoff of at least six months, or the involuntary termination of an employee, except that any employee employed in a business operation who is continued or employed or offered employment (within 60 days) by the purchaser of such business operation, on substantially the same terms (including geographic location) as those pursuant to which the employee was employed in such business operation, shall not be deemed to have been laid off or involuntarily terminated for the purposes of this subchapter by such transfer of employment to the purchaser, but the purchaser shall make the lump-sum payment under this subchapter in the event of a layoff of at least six months or the involuntary termination of the employee within the period specified in section 2582 (relating to severance compensation).
"Weekly compensation."
The average regular weekly compensation of an employee based on normal schedule of hours in effect for such employee over the last three months preceding the control-share approval.
"Year of service."
Each full year during which the employee has been employed by the employer.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 amended pars. (1)(ii) and (2) of the def. of "control-share approval."
Cross References.
Section 2581 is referred to in section 2586 of this title.