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EXHIBIT 4.5
Incorporated Under the Laws of SERIES B CONVERTIBLE PREFERRED
The State of Delaware PAR VALUE $.01
NUMBER SHARES
This Certificate is transferable in CUSIP 000000 00 0
New York, New York and Jersey City, New Jersey See reverse for certain definitions and legends
PIONEER NATURAL RESOURCES COMPANY
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B CONVERTIBLE
PREFERRED STOCK OF
SEAL Pioneer Natural Resources Company (hereinafter called the Corporation),
transferable on the books of the Corporation holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned by
Transfer Agent and registered by the Registrar.
Witness, the seal of the Corporation and the signatures of its duly
authorized officers.
/s/ S. SHEFHELD
PRESIDENT AND CHIEF EXECUTIVE OFFICER DATED
COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
TRANSFER AGENT
AND REGISTRAR
/s/ M. WITHROW BY
EXECUTIVE VICE PRESIDENT AND SECRETARY Authorized Signature
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PIONEER NATURAL RESOURCES COMPANY
The Corporation is authorized to issue shares of more than one class
and to issue shares in more than one series of at least one class. The
Corporation will furnish without charge to each stockholder who so requests a
statement of the powers, designations, preferences and relative, participating,
optional or other special right of each class of stock or series thereof of the
Corporation and the qualifications, limitations or restrictions of such
preferences and/or rights. Such request may be made to the Corporation or to
the transfer agent.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - __________Custodian _____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _______________
in common ([____])
Additional abbreviations may also be used though not in the above list.
For value received, ____________________________ hereby sell, assign
and transfer unto
Please insert Social Security or other
Identifying Number of Assignee
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Please print or typewrite name and address of Assignee.
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shares of
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capital stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint _____________________________________________ Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated
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X
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NOTICE: (Signature)
THE SIGNATURES TO THE ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR X
WITHOUT ALTERNATION OR ENLARGEMENT ---------------------------------
OR ANY CHANGE WHATEVER. (Signature)
The signature(s) would be
guaranteed by an "eligible
guarantor institution" as defined
in _____ under The Securities
Exchange Act of 1934 as amended.
SIGNATURE(S) GUARANTEED BY:
AMERICAN BANKNOTE COMPANY Production Coordinator
- Belinda Beck - [__________]
89 Blair Mill Road Proof of June 10, 1997
Horsham, PA 79044 PIONEER
[_________] [_____________]
Sales Person M. Garrett Opr. [___] REV. 1
[________________] [__________________]