RESOLVED. That the legal opinion delivered pursuant to the partnership agreement of the partnership as described in the proxy statement under "The Mergers -- Legal Opinion for Limited Partners," in form and substance as set forth in Exhibit A to these merger proposals, be and hereby is approved as in form and substance satisfactory to the limited partners of such partnership in their reasonable judgment. EXHIBIT A TO APPENDIX D OPINION OF [OPINION SHOULD BE SUBSTANTIALLY TO THE FOLLOWING EFFECT] Pioneer Natural Resources USA, Inc., As Sole or Managing General Partner of 25 Publicly-Held Limited Partnerships Named in the Proxy Statement dated , 1999 1400 Williams Square West 5205 North O'Connor Blvd. Irving, Texas 75039 We are of the opinion that neither the grant nor the exercise of the right to amend each of the partnership agreements allowing each partnership to merge with and into Pioneer Natural Resources USA, Inc. will result in the loss of limited liability of any limited partner or result in any of the partnerships being treated as an association taxable as a corporation for federal income tax purposes. APPENDIX E FORM OF AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated , 1999, to be effective as of the Closing Date (as defined below) (the "MERGER AGREEMENT"), is entered into by and among Pioneer Natural Resources Company, a Delaware corporation ("PIONEER"), Pioneer Natural Resources USA, Inc., a Delaware corporation and wholly-owned subsidiary of Pioneer ("PIONEER USA"), and each of the limited partnerships referred to below (the "PARTNERSHIPS").
RESOLVED. That pursuant to the authority granted to and vested in the Board of Directors of the Corporation (hereinafter called the "Board") in accordance with the provisions of the Certificate of Incorporation, as amended, the Board hereby creates a series of Preferred Stock, $.01 par value per share (the "Preferred Stock"), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences and limitations thereof as follows:
RESOLVED. That pursuant to the authority vested in the Board by the Amended and Restated Certificate of Incorporation of the Corporation (the “Charter”), the Board does hereby provide for the issuance of a series of Preferred Stock of the Corporation and does hereby fix and herein state and express the designations, powers, preferences and relative and other special rights, and the qualifications, limitations and restrictions, of such series of Preferred Stock as follows:
RESOLVED. That any officer or officers of this corporation and/or their nominees are hereby authorized and empowered, on Its behalf, to execute and deliver any and all schedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statements, and any and all further agreements, papers, documents and certificates, as may from time to time be required by said Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts of the of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with any and all such checks, drafts, and other instruments or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make of the same instruments or the proceeds thereof." I further certify that the foregoing resolutions remain in force and have not been rescinded or modified. I further certify that I am the custodian of and an) familiar with the books and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any other records prohibits the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxx
RESOLVED. That pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of Article FOURTH, Section B, of its Certificate of Incorporation, a series of Preferred Stock of the Corporation (the "Series A Junior Participating Preferred Stock") be, and it hereby is, created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of the Series A Junior Participating Preferred Stock, and the qualifications, limitations or restrictions thereof, shall be as set forth in Appendix A attached hereto. ---------- RESOLVED: That the President, Chief Financial Officer or any Vice President and the Secretary or any Assistant Secretary of the Corporation be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, to file the Certificate of Designations in accordance with the provisions of Delaware General Corporation Law and to take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolution.
RESOLVED. That, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors hereby authorizes the issuance of 6,000,000 shares of Series A Convertible Preferred Stock of the Corporation, and hereby fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such shares, in addition to those set forth in the Certificate of Incorporation of the Corporation, as follows:
RESOLVED. That Royal Bank of Canada ("Royal Bank") is appointed banker for the Customer.
RESOLVED. Each director, secretary and Authorised Officer (appointed pursuant to resolution 4) of the Company be severally authorised to do any act, matter or thing and to execute and deliver any other document as he or she may deem necessary, advisable or incidental in connection with the preceding resolutions or any Document and to perform the obligations of the Company under the Documents.
RESOLVED. That a contract, in the form attached, will be made and entered into by and between the STATE OF CALIFORNIA, acting through its State Department of Parks and Recreation and _________________________________ acting through its ______________________________, for the provision of services within the scope of Public Resources Code sections 513, 5003, 5009 and 5009.1 - 5009.3 and Public Contract Code section 10335 et seq. to the State Park System at ____________________________in the County of ________________________. President Secretary Date: Date:
RESOLVED. That pursuant to the authority vested in the Board of Directors of this Corporation in accordance with in accordance with Article FOURTH, Section B, of its Restated Certificate of Incorporation, as amended, a series of Preferred Stock of the Corporation (the "Series C Junior Participating Preferred Stock") be, and it hereby is, created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of the Series C Junior Participating Preferred Stock, and the qualifications, limitations or restrictions thereof, shall be as follows:
