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RESOLVED Sample Clauses

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").
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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 the escrow obligations of the Securityholders as set forth in the Transaction Agreement are hereby adopted, approved and agreed to in all respects and the creation of the Adjustment Escrow Account, as well as the contribution of $7,500,000 to the Adjustment Escrow Account, and the distributions from, the Adjustment Escrow Account, in accordance with the Transaction Agreement and the Escrow Agreement, be, and hereby are, adopted approved and agreed to in all respects; and further RESOLVED, that $250,000 of the consideration otherwise payable by Parent in connection with the being deposited with the Securityholder Representative for the payment or reimbursement of the Securityholder Representative, of expenses incurred by the Securityholder Representative in performing its duties pursuant to the Transaction Agreement are hereby adopted, approved and agreed to in all respects; and further RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and empowered to prepare, execute and file such governmental filings as may be necessary or required by law in connection with the Mergers, including, but not limited to, the filing of the certificate of merger with the Secretary of State of the State of Delaware and any antitrust filings made to any governmental or regulatory entities; and further RESOLVED, that in executing and delivering this written consent, each of the Signing Stockholders is agreeing that it is waiving all rights of appraisal under Section 262 of the DGCL and will promptly upon consummation of the Mergers execute and deliver to the Paying Agent the Letter of Transmittal (each as defined in the Transaction Agreement) to receive the consideration to which such Signing Stockholder is entitled pursuant to the Transaction Agreement and any other agreement required to be delivered by such Signing Stockholder in order to effect the Mergers and the transactions contemplated thereby; and further RESOLVED, that each of the Signing Stockholders consents and agrees that any payments required to be made to Leone Healthcare Holdings LLC, pursuant to the Amended and Restated Side Letter Agreement dated April 17, 2019, by and among LAB Holdings, LLC, Savanna Holdings LLC, Jermyn Street Associates LLC and Leone Healthcare Holdings LLC, shall be payable out of the proceeds received by the stockholders of the Company in connection with the Mergers; and further
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.
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RESOLVED. Each director, secretary and Authorised Officer (appointed under 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:
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