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").

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 GMH Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware ("Parent") be merged into the Corporation; and further RESOLVED: That the merger shall become effective when the Articles of Merger (the "Articles of Merger") have been filed in the office of the Secretary of State of the State of Georgia and the Certificate of Ownership and Merger (the "Certificate of Ownership and Merger") has been filed in the office of the Secretary of State of Delaware; and further RESOLVED: That the Articles of Incorporation, By-Laws, directors and officers of the Corporation shall be the Articles of Incorporation, By- Laws, directors and officers of the surviving corporation provided, however, that the Articles of Incorporation of the Corporation shall be amended and restated, upon filing of the Articles of Merger, to read in their entirety as set forth in Exhibit A attached thereto; and further RESOLVED: That the Corporation has authorized one hundred thousand (100,000) shares of common stock, $100.00 par value, of which five thousand two hundred and fifty (5,250) shares of common stock are issued and outstanding, of which five thousand two hundred and fifty (5,250) shares are owned by the Parent. At the time the merger becomes effective, all of the issued and outstanding shares of the Parent shall be cancelled. The authorized capital stock of the Corporation outstanding at the time of the merger, all of which is owned by the Parent shall, at the time the merger becomes effective, be reissued to GMH Holdings, Inc., a Delaware corporation, which, prior to the merger, is the sole shareholder of Parent; and further RESOLVED: That the Plan of Merger, the Articles of Merger and the Certificate of Ownership and Merger presented to the Board of Directors on the date hereof are hereby authorized and approved; and further RESOLVED: That the undersigned hereby acknowledges that the 5,250 shares of common stock of the Corporation (the "Shares") being converted in the merger are being converted for the undersigned's own account without the participation of any other person, with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Corporation's securities. RESOLVED: That the President, any Vice President or Executive Vice President, the Treasurer, the Sec...

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 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 the aforesaid proposed amendment be submitted to the stockholders of the Corporation for their consideration; and RESOLVED: That following the approval by the stockholders of the aforesaid amendment as required by law, the officers of this Corporation be, and they hereby are, and each of them hereby is, authorized and directed (i) to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Amendment setting forth the aforesaid amendment in the form approved by the stockholders and (ii) to take any and all other actions necessary, desirable or convenient to give effect to the aforesaid amendment or otherwise to carry out the purposes of the foregoing Resolutions.