Shareholder List The most recent confirmed shareholder list (dated April 28, 2023) should be delivered to the purchaser.
LIST OF EXHIBITS List below all exhibits filed as part of this Statement of Eligibility and Qualification.
X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:
List of Stockholders The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
LIST OF ATTACHMENTS Attachment 1: Acronyms and Abbreviations Attachment 2: Cost/Price – Government Site (Contractor’s Cost/Price- Government Site – Contractor’s Proposal dated 11/17/06 is incorporated herein by reference.) Attachment 3: Cost/Price – Contractor Site (Contractor’s Cost/Price-Contractor Site – Contractor’s Proposal dated 11/17/07 is incorporated herein by reference.) Attachment 4: Labor Category Descriptions Attachment 5: Federal Enterprise Architecture/Department. of Defense Enterprise Architecture Overview Attachment 6: Past Performance Tables (Not Applicable) ACO Administrative Contracting Officer ADR Alternative Dispute Resolution ATM Asynchronous Transfer Mode CAF Contract Access Fee CAS Cost Accounting Standards CAV Contractor Assisted Visits CCR Central Contractor Registration CDA Contract Disputes Act of 1978 CFE Contractor Furnished Equipment CLIN Contract Line Item Number CO Contracting Officer CONUS Continental United States COR Contracting Officer’s Representative COTR Contracting Officer’s Technical Representative CPS Contractor Performance System CRM Customer Relationship Management CSO Cognizant Security Office D&F Determination and Findings DBA Xxxxx Xxxxx Act DCAA Defense Contract Audit Agency DCMA Defense Contract Management Agency DOL Department of Labor DPA Delegation of Procurement Authority DSL Digital Subscriber Line DUNS Data Universal Numbering System EAI Enterprise Application Integration EDI Electronic Data Interchange EEO Equal Employment Opportunity EFT Electronic Funds Transfer eSRS Electronic Subcontracting Reporting System EVMS Earned Value Management System FEA Federal Enterprise Architecture; also Department of Defense Enterprise Architecture (DoDEA). FAS Federal Acquisition Service FOIA Freedom of Information Act FPDS-NG Federal Procurement Data System-Next Generation FTP File Transfer Protocol FTR Federal Travel Regulations G&A General and Administrative GFE Government Furnished Equipment GFM Government Furnished Material GFP Government Furnished Property GPS Global Positioning Systems GSA General Services Administration GWAC Government Wide Acquisition Contract HCA Head of Contracting Activity HTTP HyperText Transfer Protocol ITMRA Information Technology Management Reform Act J&A Justification and Approval JTR Joint Travel Regulations L-H Labor Hour MA/IDIQ Multiple Award Indefinite-Delivery Indefinite-Quantity MOM Messaging-Oriented Middleware MOU Memorandum of Understanding MPIN Marketing Partner Identification Number NAICS North American Industrial Classification System OCI Organizational Conflict of Interest OCO Ordering Contracting Officer OCONUS Outside of Continental United States OCR Optical Character Recognition ODBC Open DataBase Connectivity ODC Other Direct Cost OLAP OnLine Analytical Processing OMB Office of Management and Budget ORB Object Request Broker ORCA Online Representations and Certifications Application PBSOW Performance-Based Statement of Work PCO Procuring Contracting Officer PMO Program Management Office POC Point of Contact PPIRS Past Performance Information Retrieval System PWS Performance Work Statement QASP Quality Assurance Surveillance Plan RADIUS Remote Authentication Dial-In User Service RDF Resource Description Framework RFP Request for Proposal SCA Service Contract Act SMTP Simple Mail Transfer Protocol SOAP Simple Object Access Protocol SOO Statement of Objectives SOW Statement of Work SRM Service Component Reference Model SQL Structured Query Language T&M Time & Materials TOR Task Order Request TRM Technical Reference Model UDDI Universal Description, Discovery and Integration VPN Virtual Private Network VSC Vendor Support Center WSDL Web Services Description Language XML EXtensible Markup Language DD254 Contract Security Classification Specification GSA 527 Contractor’s Qualifications and Financial Information Many functional labor categories below (marked with “#”) are further subdivided by knowledge/skill level. Definitions of these knowledge/skill levels are shown in this chart: Entry-Level Applies fundamental concepts, processes, practices, and procedures on technical assignments. Performs work that requires practical experience and training. Work is performed under supervision. Journeyman Possesses and applies expertise on multiple complex work assignments. Assignments may be broad in nature, requiring originality and innovation in determining how to accomplish tasks. Operates with appreciable latitude in developing methodology and presenting solutions to problems. Contributes to deliverables and performance metrics where applicable. Senior Possesses and applies a comprehensive knowledge across key tasks and high impact assignments. Plans and leads major technology assignments. Evaluates performance results and recommends major changes affecting short-term project growth and success. Functions as a technical expert across multiple project assignments. May supervise others. Master Provides technical/management leadership on major tasks or technology assignments. Establishes goals and plans that meet project objectives. Has domain and expert technical knowledge. Directs and controls activities for a client, having overall responsibility for financial management, methods, and staffing to ensure that technical requirements are met. Interactions involve client negotiations and interfacing with senior management. Decision making and domain knowledge may have a critical impact on overall project implementation. May supervise others. The “G” in the labor identification (ID) numbers below indicate Government-Site Work (see Section J, Attachment 2). The “C” in the labor ID numbers below indicate Contractor-Site Work (see Section J, Attachment 3).
List of Members Upon written request of any Member, the Managers shall provide a list showing the names, addresses and Percentage Interests of all Members in the Company.
Stockholder Lists The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer and the Merger (the date of the list used to determine the Persons to whom the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, the “Stockholder List Date”). Subject to applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.
LIST OF APPENDICES APPENDIX -------- General Information Relating to the Partnerships........................ A Table 1 Jurisdiction of Organization, Initial Investment by Limited Partners and Number of Limited Partners Table 2 Aggregate Merger Value Table 3 Merger Value Attributable to Partnership Interests of Limited Partners Table 4 Ownership Percentage and Merger Value Attributable to Nonmanaging General Partners Other Than Pioneer USA Table 5 Ownership Percentage and Merger Value Attributable to Pioneer USA Held in Its Capacities as General Partner, Nonmanaging General Partner and Limited Partner Table 6 Voting Percentage in Partnerships Beneficially Owned by Pioneer USA in Its Capacity as a Limited Partner Table 7 Historical Partnership Distributions Table 8 Annual Repurchase Prices and Aggregate Annual Repurchase Payments Table 9 Participation in Costs and Revenues of the Partnerships Table 10 Average Oil, Natural Gas Liquids and Gas Sales Prices and Production Costs Table 11 Proved Reserves Attributable to Pioneer USA, Other Nonmanaging General Partners and Limited Partners Table 12 Oil, Natural Gas Liquids and Gas Production Table 13 Productive Wellx xxx Developed Acreage Table 14 Recent Trades of Partnership Interests Summary Reserve Report of Willxxxxxx Xxxroleum Consultants, Inc. for the B Partnerships.......................................................... Form of Fairness Opinion of Robexx X. Xxxxxxx & Xo., Inc................
Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.
LIST OF PARTIES Controller:
Company SEC Documents (a) The Company has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses and other documents required to be filed with or furnished prior to the date hereof to the SEC by the Company since October 1, 2018, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Company SEC Documents or, to the Company’s Knowledge, none of the Company SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to the Company’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.
(b) The consolidated financial statements of the Company (including the related notes and schedules) and all related compilations, reviews and other reports issued by the Company’s accountants with respect thereto included or incorporated by reference in the Company SEC Documents (i) complied as to form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) had been prepared in all material respects in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (x) as may be indicated in the notes thereto or (y) as permitted by Regulation S-X) and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity for the periods shown (subject, in the case of unaudited statements, to normal year-end adjustments, which have not had and would not reasonably be expected to have a Company Material Adverse Effect). Except as required by GAAP and disclosed in the Company SEC Documents, between October 1, 2021, and the date hereof, the Company has not made or adopted any material change in its accounting methods, practices or policies.
(c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). As of the date hereof, there are not, and since October 1, 2020, there have not been, to the Knowledge of the Company, any transactions, agreements, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and the Company’s Affiliates (other than wholly owned Subsidiaries of the Company) or other persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC that are not so disclosed.
(d) The Company has designed and maintains, and at all times since October 1, 2018, has maintained a system of internal controls over financial reporting and accounting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are sufficient to provide reasonable assurance that material information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.
(e) Since October 1, 2018, (i) none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their directors, executive officers, auditors, accountants or Representatives has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Company Board, any committee thereof or to any executive officer of the Company evidence of a material violation of securities laws, a breach of fiduciary duty or a similar material violation by the Company or any of its Subsidiaries or any of their officers, directors or employees.
(f) Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. To the Knowledge of the Company, there is no reason to believe that the Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without additional qualification, when next due.
(g) The Company is in compliance with (i) all applicable listing and corporate governance requirements of NASDAQ and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act, in each case, except for any noncompliance which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
