Item 1.01 Entry into a Material Definitive Agreement
On
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholders and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. Furthermore, the Company and the Selling Stockholders have agreed with the Underwriters not to offer or sell any shares of its common stock (or securities convertible into or exchangeable for common stock), subject to certain exceptions, for a period of 30 days after the date of the Underwriting Agreement without the prior written consent of the Underwriters.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
Exhibit Number Description 1.1 Underwriting Agreement, datedMay 10, 2021 , by and amongPioneer Natural Resources Company , certain stockholders ofPioneer Natural Resources Company , andGoldman Sachs & Co. LLC , andJ.P. Morgan Securities LLC , as underwriters. 5.1 Opinion ofVinson & Elkins L.L.P. 23.1 Consent ofVinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source