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 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 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, to induce the Banks to provide financing pursuant to the Credit Agreement and for other good and valuable consideration, it is in the best interests of the Company to reaffirm the guaranty of the obligations of Quaker Textile Corporation and Quaker Fabric Mexico S.A. de C.V. under the Credit Agreement; and further RESOLVED: That the President, Vice President - Finance and Treasurer, and the Vice President and Secretary of the company (the "Authorized Officers") hereby are, and each of them hereby is, reauthorized in the name of and on behalf of the Company; (i) to negotiate, agree to, enter into, execute, seal, acknowledge, deliver, and cause the Company to perform in accordance with the terms of the Credit Agreement, as twice amended; (ii) to affix such signatures and the corporate seals of the Company as may be required to execute and deliver to the appropriate person or persons such documents, agreements, and instruments as may be necessary or advisable to implement the transactions contemplated by the foregoing resolutions in such form as the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced by the signature thereon of the Authorized Officer; and (iii) to take such other actions as such officer shall deem in the exercise of his or her judgment to be necessary or advisable to implement the transactions contemplated by the foregoing resolutions the taking of such actions to be conclusive evidence that he or she was duly authorized thereunto by the terms of this resolution; and further RESOLVED: That the Secretary of the Company is hereby directed to certify, under the corporate seal, a copy of these resolutions and, in her capacity as a Secretary of the Company, to certify the names of the present incumbents of the offices of the Company hereinbefore referred to; and to further certify from time to time hereafter the manex xx any successors to the present 13 incumbents of said offices, or changes in the Authorized Officers authorized to act in the premises, together with specimens of their respective signatures. The Banks and the Agent are hereby authorized, empowered and directed to rely upon any such certificate unless and until certificate of the Company under its corporate seal, duly attested; and that until notice is received the Banks and the Agent are authorized to act in pursuance of these resolutions, and shall be indemnified against any loss suffered, or liability incurred by them, or any of ...
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 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.
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, pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, as amended, a series of Preferred Stock of the Corporation be and hereby is established, to be designated "Series A Preferred Stock"; that the Board of Directors be and hereby is authorized to issue such shares of Series A Preferred Stock from time to time and for such consideration and on such terms as the Board of Directors shall determine; and that, subject to the limitations provided by law and by the Corporation's Certificate of Incorporation, the powers, designations, preferences and relative, participating, optional or other special rights of, and the qualifications, limitations or restrictions upon, the Series A Preferred Stock shall be as follows: