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 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, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a series of Preferred Stock of the Corporation be, and hereby is authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes the issuance of 1,086,341 shares of “Series A Non-Voting Convertible Preferred Stock” pursuant to the terms of (a) the Securities Purchase Agreement, dated as of the date hereof, by and among the Corporation and the initial Holders (as defined below) (the “Purchase Agreement”) and (b) the Agreement and Plan of Merger, dated as of the date hereof, by and among the Corporation, Aspen Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent, Sequoia Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent and Spyre Therapeutics, Inc. (the “Merger Agreement”), and (iii) the Board of Directors hereby fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series, as follows:

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 it is the intention of the Corporation to give the persons empowered to trade in Contracts the broadest possible power with respect to the account or accounts of the Corporation, and the Corporation agrees to hold Paramount harmless against any and all claims that may arise by reason of following any instruction, order or direction given by any of the empowered persons. I further certify that, as applicable, each of the following has been duly elected and is now legally holding the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fx...

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 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: