We’ve Helped Thousands Of People Achieve The Their Dreams With Pre IPO Stock Opportunity. Real time Franks International (FI) stock price quote, stock graph, news & analysis. Frank's International NV, formerly Expro Group Holdings NV is a Netherlands-based company active in the energy sector. The Company provides. FINAM FOREX NEWS The strategy for IT staff can be in the of Huawei storage be taken into. The headlamps were with everyone and for application-to-application communication, recorded over the. This will also check the port the final boss, delivers certainty.
Exhibit 3. In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in the translation, and if so, the Netherlands text will by law govern. This day, the thirteenth day of August two thousand and thirteen, appeared before me, Pauline Francisca Maria van Leeuwen, Esq. Anne Eva Klein Obbink, Esq.
The appearing person declared as follows:. Article 1 Definitions. In these articles of association, the following terms shall mean:. Corporate seat. Article 2. Name and corporate seat. Article 3. The objects of the company are:.
Capital and shares. Register of shareholders. Article 4. Authorized capital. Upon a conversion of Convertible Preferred Shares into Common Shares in accordance with article 5, the number of Convertible Preferred Shares of the authorized capital will be decreased and the number of Common Shares of the authorized capital will be increased, equal to the number of Convertible Preferred Shares that are converted into Common Shares.
The general meeting shall be able to decide to discontinue and distribute a share premium reserve for the benefit of the holders of a particular class of shares, in whole or in part, provided that this is proposed by the meeting of holders of the relevant class of shares. Such a distribution shall be made to the shareholders of the relevant class of shares in proportion to the aggregate nominal value of their shares of that class.
Article 5. Quality Requirement. Conversion of Convertible Preferred Shares. Any purported transfer in violation of the provisions of this article 5 paragraph 1 shall be null and void and any purported transferee shall accordingly have no rights in respect of these articles of association or the Convertible Preferred Shares.
The board of managing directors shall register any Conversion in the register of shareholders, stating the effective date. Furthermore, the board of managing directors shall without delay report any conversion, in any case within eight 8 days after the date of the Conversion, to the office of the Trade Register. Upon a Conversion, a pro rata part of the share premium reserve maintained for the Convertible Preferred Shares shall be transferred to the share premium reserve maintained for the Common Shares.
If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Common Shares are converted or changed into another security, securities or other property, then upon any subsequent Conversion, each Converting Holder shall be entitled to receive the amount of such security, securities or other property that such Converting Holder would have received if such Conversion had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise or combination by reverse split, reclassification, recapitalization or otherwise of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction.
For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the. Article 6. A shareholders register will be kept at the office of the company in accordance with applicable law; provided that the preceding shall not apply to the part of the register kept outside The Netherlands in order to comply with the laws applicable there or by virtue of any stock exchange requirements.
Issue of shares. Repurchase of shares. Capital reduction. Article 7. Authorized corporate body. Terms and conditions of issue. Pre-emptive rights. If the general meeting is competent to issue shares, it may also restrict or exclude pre-emptive rights. If pre-emptive rights are restricted or excluded by a resolution of the general meeting, the reasons for such proposal and the issue price of the shares must be given in writing in the proposal thereto.
Pre-emptive rights may also be excluded or restricted by the body authorized to issue shares if such corporate body is also authorized by the relevant. Shareholders shall have no pre-emptive rights in respect to shares issued to a person who exercises a right to acquire shares granted to him at an earlier date. Article 8. Payment for shares. Payment in cash. Non-cash Contribution. A non-cash contribution shall occur without delay after acceptance of the share or following the day on which an additional payment is called up or agreed upon.
In accordance with article b paragraph 1 of the Netherlands Civil Code, a description shall be drawn up of the contribution to be made. The description shall relate to the situation on a day no less than six months prior to the day the shares are subscribed for or the additional payment is called up or agreed upon.
The managing directors shall sign the description; if the signature of any of them is lacking, this fact shall be recorded and the reasons therefor so noted. Article 9. Any acquisition by the company of fully paid up shares in its capital, in violation of paragraph 3 of this article is null and void.
The term shares in this paragraph and paragraphs 3 up and including 5 of this article shall include depositary receipts. The company may only acquire its own fully paid-up shares with consideration if and insofar the general meeting has authorized the board of managing directors in that respect.
Such authorization shall be valid for a period of no longer than eighteen months. In the authorization, the general meeting shall state the number of shares that may be acquired, how the shares may be acquired and the limits within which the price of the shares must be set.
No authorization shall be required in case the company acquires shares in its capital, which are officially listed on a stock market, for the purpose of transferring such shares to employees of the company or of a group company, under a scheme applicable to such employees. If more than six months have lapsed since the expiration of a financial year without adoption of the annual accounts, an acquisition in accordance with the provisions in paragraph 3 shall not be permitted.
This prohibition shall not apply if shares or depositary receipts are subscribed for or acquired by employees of the company or a group company. Article Transfer of shares. The transfer of a share or any restricted rights thereon must be effected in accordance with applicable law. Acknowledgement pledge. Board of managing directors. Suspension and dismissal. A resolution to continue the suspension may be adopted only once and in such event the suspension may be continued for a maximum period of three months commencing on the day the general meeting has adopted the resolution to continue the suspension.
If within the period of continued suspension the general meeting has not resolved either to dismiss the managing director concerned or to terminate the suspension, the suspension shall lapse. A managing director who has been suspended shall be given the opportunity to account for his actions at the general meeting. Board compensation. Division of duties. Representative authority. Approval of board resolutions. Absence or inability to act. If a managing director is absent or unable to act, the remaining managing director s shall be temporarily charged with the management of the company.
If the sole managing director is or all managing directors are absent or unable to act, a person appointed by the board of supervisory directors shall be temporarily charged with the management of the company. Such person appointed by the board of supervisory directors shall duly observe these articles of association and the rules of the board of managing directors. Board of supervisory directors.
Number of members. The company shall have a board of supervisory directors, consisting of a minimum of one 1 supervisory director and a maximum of nine 9 supervisory directors. The general meeting shall determine the number of supervisory directors, upon the proposal of the board of supervisory directors. The remaining supervisory directors, if any including any supervisory directors for which the Mosing Family does not exercise its recommendation right , shall be appointed on a recommendation made by the board of supervisory directors.
A resolution by the general meeting to appoint a supervisory director may be passed by a simple majority of the votes cast. A supervisory director can at any time be suspended and dismissed by the general meeting. The general meeting may grant a remuneration to the supervisory directors. Duties and powers. It shall give advice to the board of managing directors.
When performing their duties, the supervisory directors shall be guided by the interests of the company and its affiliated business. The board of supervisory directors may appoint one or more persons from their midst or any expert to exercise such powers. The board of supervisory directors may also seek assistance of experts in other cases.
Annual accounts. Financial year. Drawing up the annual accounts. Presentation to the shareholders. The company shall publish its annual accounts, if required, in accordance with applicable law. Such interim statement shall relate to the condition of such assets and liabilities on a date no earlier than the first day of the third month preceding the month in which the resolution to distribute is published.
It shall be prepared on the basis of generally acceptable valuation methods. The amounts to be reserved by law shall be included in such statement of assets and liabilities. The interim statement of assets and liabilities shall be signed by the managing directors, if the signature of one of them is missing, this fact and the reason for such omission shall be stated. The company shall deposit the statement of assets and liabilities with the trade register within eight days after the day on which the resolution to distribute is published.
General meetings. Annual general meeting. Extraordinary general meetings. If the requesting shareholders represent more than half of the issued capital, however, they shall be authorized to call the general meeting themselves without first having to request the board of managing directors to call the general meeting. Place of the meetings. General meetings shall be held in the Netherlands, in the municipality of Amsterdam, or in the municipality of Haarlemmermeer Schiphol.
In a meeting held elsewhere, valid resolutions can only be taken if the entire issued capital is represented. The convening notice shall state the place where the general meeting shall be held. Imperfect convocation general meeting. General meeting chairman. Rights exercisable during a meeting. Decision making. General meeting. If, again, no one has gained a simple majority of the votes, new votes shall be held until either one person has gained a simple majority or, if the vote was between two persons, the votes are equally divided.
Such new votes except for the second vote shall only take place between the candidates who were voted for in the previous vote, except for the person who received the least number of votes. If two or more persons have the least number of votes, it shall be decided by lot who cannot be voted for at the new vote. If, in the event of an election between two candidates, the votes are equally divided, it shall be decided by lot who has been elected.
Resolutions passed outside a meeting. The shareholders may not pass resolutions in writing, rather than at a general meeting. Amendment to the articles of association. Amendment to the articles of association and dissolution. Upon the proposal of the board of managing directors, which proposal shall be approved by the board of supervisory directors, the general meeting may resolve to amend the articles of association or to dissolve the company.
If a proposal to amend the articles of association or to dissolve the company is to be submitted to the general meeting, the convening notice must state this fact. Indemnification and hold harmless clause. Transitional provision. It is intended that as soon as possible after the amendment of the articles of association becoming into force, a transaction will be effected pursuant to which, among others, MH will become limited partner in FICV and will acquire Convertible Preferred Shares.
Article 5 will only come into force at such time. The appearing person is known to me, civil law notary. The identity of the appearing person was established by me, civil law notary, on the basis of the above-mentioned document intended for identification purposes. Prior to the execution of this deed, I, civil law notary, informed the appearing person of the substance of the deed and gave the appearing person an explanation thereon, and furthermore pointed out the consequences which will result for the party from the contents of this deed.
Subsequently, the appearing person declared to have taken note of the contents of this deed after timely being given the opportunity thereto and waived a full reading of this deed. Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary. Donald Keith Mosing. William Bradford Mosing. Lindsey R. Victoria R. Melanie Christine Mosing. Derek A. Christine M. Melanie C. Gregory Stanton Mosing.
Michael Frank Mosing. Succession of Clara L. Steven Brent Mosing. Erich Lloyd Mosing. Stephanie Marie Mosing. Sharon Mosing Miller. Succession of Timothy Dupre Mosing. Jeffrey Louis Mosing. Kirkland David Mosing. Kendall Garrett Mosing. Succession of Larry Kirkland Mosing. Lori Mosing Thomas. Donald K. Mosing Family Partnership, Ltd.
Capitalized terms used but not defined herein shall have the meanings given to them in the Articles. The undersigned Converting Holder hereby transfers to the company the number of Convertible Preferred Shares, together with an equal number of MH CV Portions, set forth below to be converted into Common Shares, as set forth in the Articles.
Legal Name of Converting Holder:. Number of Convertible Preferred Shares to be converted:. The undersigned hereby irrevocably constitutes and appoints any officer or supervisory or management board member of the company as the attorney of the undersigned, with full power of substitution and resubstitution in the premises, to do any and all things and to take any and all actions. Exhibit Execution Version. Section 1. As used in this Agreement, the terms set forth in this Article I shall have the following meanings such meanings to be equally applicable to both the singular and plural forms of the terms defined.
For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item or portions thereof that is attributable to the Exchange Basis Adjustment or Imputed Interest. Internal Revenue Service. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.
If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.
All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.
References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Section 2. Within 90 calendar days after the filing of the U. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in an Exchange Basis Adjustment to the extent such payments are treated as Imputed Interest.
Within 60 calendar days after the filing of the U. The Tax Benefit Schedule will become final as provided in Section 2. Without limiting the application of Section 2. If the parties, for any reason, are unable to successfully resolve the issues raised in an Objection Notice within 30 calendar days after receipt by FINV of such Objection Notice, FINV and Agent shall employ the reconciliation procedures described in Section 7.
Section 3. Within five 5 calendar days after a Tax Benefit Schedule delivered to Agent becomes final in accordance with Section 2. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated Tax payments, including, without limitation, U. Subject to Section 3. For the avoidance of doubt, for Tax purposes, the Accrued Amount shall not be treated as interest but shall instead be treated as additional consideration for the acquisition of FICV Portions in an Exchange unless otherwise required by law.
It is intended that the provisions of this Agreement will not result in duplicative payment of any amount including interest required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.
If FINV lacks sufficient funds to satisfy or is prevented under any credit agreement or other arrangement from satisfying its obligations to make all Tax Benefit Payments due in a particular Taxable Year, each TRA Holder shall receive its proportionate share of the total funds available in the Taxable Year to make the Tax Benefit Payments. An Opt Out Notice, when delivered, shall be irrevocable. Section 4.
Upon payment of all amounts provided for in this Section 4. Notwithstanding the foregoing, in the event that FINV breaches this Agreement, the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses 1 , 2 and 3 above or to seek specific performance of the terms hereof.
The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it shall not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due.
Notwithstanding anything in this. Agreement to the contrary, it shall not be a breach of this Agreement if FINV fails to make any Tax Benefit Payment when due to the extent that FINV has insufficient funds to make such payment; provided that the interest provisions of Section 5.
Any Tax Benefit Payment that is not paid when due pursuant to this Section 4. Section 5. The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to any TRA Holder when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Tax Benefit Payment or Early Termination Payment was due and payable.
Section 6. Except as otherwise provided herein, FINV shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and FICV, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, FINV shall notify Agent of, and keep Agent reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and FICV by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the TRA Holders under this Agreement, and shall provide to Agent reasonable opportunity to provide information and other input to the Corporate Taxpayer, FICV and their respective advisors concerning the conduct of any such portion of such audit; provided, however , that the Corporate Taxpayer and FICV shall not be required to take any action that is inconsistent with any provision of the FICV Partnership Agreement.
Tax purposes and financial reporting purposes, all Tax-related items including, without limitation, the Reference Assets and each Tax Benefit Payment in a manner consistent with that specified by FINV in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement. Any Dispute concerning such advice shall be subject to the terms of Section 7. Each TRA Holder shall a furnish to FINV in a timely manner such information, documents and other materials as FINV may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, b make itself available to FINV and its representatives to provide explanations of documents and materials and such other information as FINV or its representatives may reasonably request in connection with any of the matters described in clause a above, and c reasonably cooperate in connection with any such matter, and FINV shall reimburse the TRA Holder for any reasonable third-party costs and expenses incurred pursuant to this Section 6.
Section 7. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:. If to FINV, to:. Houston, Texas Telephone: Attention: Brian D. Attention: Douglas E. If to Agent, to:. If to Mosing Holdings, to:. The address set forth in the records of FICV.
Any party may change its address or fax number by giving the other party written notice of its new address or fax number in the manner set forth above. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement shall be governed by, and construed in accordance with, the law of the State of Texas, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.
FINV shall cause any direct or indirect successor whether by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. Notwithstanding anything to the. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
The parties hereto shall attempt in good faith to resolve all Disputes by negotiation. If a Dispute between the parties hereto cannot be resolved in such manner, such Dispute shall be finally settled by arbitration conducted by a single arbitrator in Texas in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce.
If the parties to the Dispute fail to agree on the selection of an arbitrator within ten 10 days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer admitted to the practice of law in the State of Texas and shall conduct the proceedings in the English language.
Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. In addition to monetary damages, the arbitrator shall be empowered to award equitable relief, including an injunction and specific performance of any obligation under this Agreement.
The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. The award shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets.
Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless FINV and Agent or the relevant TRA Holder agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or Agent or the relevant TRA Holder, as applicable, or other actual or potential conflict of interest.
If the parties are unable to agree on an Expert within fifteen 15 days of receipt by the respondent s of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution.
Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due in the absence of such disagreement or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution.
The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by FINV except as provided in the next sentence. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7. FINV shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as FINV is required to deduct and withhold with respect to the making of such payment under the Code or any provision of U.
Tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by FINV, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the relevant TRA Holder. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset, plus i the amount of debt to which such asset is subject, in the case of a contribution of an encumbered asset or ii the amount of debt allocated to such asset, in the case of a contribution of a partnership interest.
For purposes of this Section 7. This Section 7. Notwithstanding anything to the contrary herein, Agent and each of its assignees and each employee, representative or other agent of Agent or its assignees, as applicable and each TRA Holder and each of its assignees and each employee, representative or other agent of such TRA Holder or its assignees, as applicable may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the Corporate Taxpayer, FICV, Agent, the TRA Holders and their Affiliates, and any of their transactions, and all materials of any kind including opinions or other Tax analyses that are provided to Agent or the TRA Holder relating to such Tax treatment and Tax structure.
Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity. NOW, THEREFORE , in consideration of the premises and the mutual covenants of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:. Unless otherwise defined herein, as used in this Agreement, the following terms have the following meanings:.
The Company shall not be obligated to take any action to effect any such registration:. In connection with any Underwritten Offering, the Company together with all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders in their sole discretion.
Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2 b.
The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement.
If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration up to the maximum of any limitation imposed by the underwriters , then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2 b.
If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. If, at any time or from time to time after the date hereof, the Company proposes to register the sale of any of its securities for its own account or for the account of any third person in connection with an underwritten offering of its securities to the general public for cash on a form which would permit the registration of Registrable Securities, the Company will:.
All Holders proposing to distribute their Registrable Securities through such underwriting shall together with the Company enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be so limited and shall be allocated first, to the Company; second, if there remains additional availability for additional Common Stock to be included in such offering, among all Holders in proportion, as nearly as practicable, to the respective amounts of.
Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement, and third, if there remains availability for additional securities to be included in such offering, pro rata among any other persons who have been granted registration rights, or who have requested participation in the offering. If any Holder disapproves of the terms of any such underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter.
If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration up to the maximum of any limitation imposed by the underwriters , then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional shares of Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3 b.
All Selling Expenses relating to the sale of securities registered by the Holders shall be borne by the Holders of such securities pro rata on the basis of the number of shares so sold. Registration Statement to become effective and, upon the request of the Holders of a majority of the shares of Registrable Securities registered thereunder, keep such Registration Statement effective until the participating Holder or Holders have completed the distribution described in such Registration Statement, which may include sales from time to time for an indefinite period of time pursuant to Rule under the Securities Act or any similar rule that may be adapted by the Commission ;.
If the Company does not pay the filing fee covering the shares of Registrable Securities at the time the Automatic Shelf Registration Statement is filed, the Company agrees to pay such fee at such time or times as the shares of Registrable Securities are to be sold. If the Automatic Shelf Registration Statement has been outstanding for at least three 3 years, at the end of the third year the Company shall file a new Automatic Shelf Registration Statement covering the shares of Registrable Securities.
If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its commercially reasonable efforts to file a new Shelf Registration Statement on Form S-3 or amend the Automatic Shelf Registration Statement to a form that the Company is eligible to use and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2 through 5 that the Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to effect the registration of the sale of their Registrable Securities. Indemnification In the event any shares of Registrable Securities are included in a registration statement under Section 2 or The failure of any indemnified party to notify an indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of liability to the indemnified party under this Section 7 only to the extent that such failure to give notice shall materially prejudice the indemnifying party in the defense of any such claim or any such litigation, but the omission so to notify the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 7.
Section 8. The provisions hereof will inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, except as otherwise provided herein; provided , however , that the registration rights granted hereby may be transferred only i by operation of Law or ii to any Person to whom a Holder transfers Registrable Securities, provided that any such transferee shall not be entitled to rights pursuant to Section 2 or 3 hereof unless such transferee of registration rights hereunder agrees to be bound by the terms and conditions hereof and executes and delivers to the Company an acknowledgment and agreement to such effect.
Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Holder and the Company. Section From and after the date hereof, the Company may, without the prior written consent of the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which provides such holder or prospective holder of securities of the Company registration rights that conflict with those granted to the Holders hereby.
In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder and the shares or securities of every other Person subject to the foregoing restriction until the end of such one hundred eighty -day or ninety 90 -day period. All notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given and received when delivered by overnight courier or hand delivery, when sent by telecopy, or five 5 days after mailing if sent by registered or certified mail return receipt requested postage prepaid, to the Parties at the following addresses or at such other address for any Party as shall be specified by like notices, provided that notices of a change of address shall be effective only upon receipt thereof.
If to the Company, at:. Attention: General Counsel. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
This Agreement is intended by the Parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement supersedes all prior written or oral agreements and understandings between the Parties with respect to such subject matter. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
This Agreement shall terminate when no shares of Registrable Securities remain outstanding; provided that Sections 4 and 7 shall survive any termination hereof. The parties hereto recognize and agree that money damages may be insufficient to compensate the Holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach.
Signature Page to Registration Rights Agreement. Article I. Article II. In addition, the delegation by MH pursuant to this Section 2. A Transfer shall be subject to article 12 of the Partnership Agreement. Article III. For purposes of this calculation, each Partner that owns an interest in FICV immediately prior to a future contribution will be deemed to have made an aggregate contribution to FICV equal to its percentage interest as in effect immediately prior to the redetermination of the net fair market value of FICV immediately prior to such future contribution.
Article IV. Article V. Article VI. Article VII. Article VIII. From and after the date hereof, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry out the purposes of this Agreement.
Article IX. Section 9. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. The provisions of the Amendment Agreement No. The complete text of the terms and conditions of their relationship as partners of the C. In this Agreement and the recitals hereto the following expressions shall have the meaning set opposite them:.
Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the C. Any such additional contributions or repayments are not required to be made on a pro rata basis. Solely for the purpose of United States federal income tax purposes, the C. In connection with any subsequent contribution or deemed contribution of cash, property or services to the C.
For purposes of this calculation, i each Partner that owns an interest in the C. Except as expressly provided in this Agreement, nothing contained in this Agreement shall be deemed to constitute any Partner an agent or legal representative of any other Partner or to create any fiduciary relationship for any purpose whatsoever, apart from such obligations between partners in a limited partnership formed under the laws of the Netherlands as may be created by applicable law.
The Managing Partner shall not have any authority to act for, or to assume any obligation or responsibility on behalf of, any other Partner. Each Partner shall furnish to the C. With respect to the U. Form , the C. The C. Distributions on a non pro rata basis may be declared subject to the approvals required by Article To the extent permitted by applicable law and to any restrictions contained in any agreement to which the C.
Tax Distribution Date the C. Except with respect to amounts that a Partner contributes to the C. To the extent that the cumulative amount of such withholding for any period exceeds the distributions to which such Partner is entitled for such period, the amount of such excess shall be considered a loan from the C.
Any income from any deemed loan shall not be allocated to or distributed to the Partner requiring such loan. Any such loan shall be satisfied out of distributions to which such Partner would otherwise be subsequently entitled until such time as the Managing Partner requests that the Partner pay such amount to the C. Each Partner hereby agrees to indemnify and hold harmless the C. If the C. If a Partner retires and the Remaining Partners have not elected to terminate the C.
Unless the parties make deviating arrangements, any valuations required for determining the sum of money to be paid to the Resigning Partner shall be carried out by three experts, whose valuations shall be binding upon all parties. The expert s shall be appointed by the parties in mutual consultation.
Article 6 shall similarly apply to the approval of the liquidation accounts. The Managing Partner shall in its sole discretion determine how the cash and other assets will be distributed to the each of those Partners and the Managing Partner will in its sole discretion determine the other details. Any payments to be made by the General Partner to cover any liquidation deficit pursuant to Article 8.
Access to records and accounts The Partners or any of their respective designated representatives, in person or by attorney or other agent, shall, upon written demand stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose any of the books or records of the C. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the Partner.
The demand shall be directed to the C. Each Partner expressly agrees to maintain, for so long as such person is a Partner and for two 2 years thereafter, the confidentiality of, and not to disclose to any person other than the C. To the fullest extent permitted by applicable law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Partners, and any of their respective affiliates and any of their respective officers, directors, agents, shareholders, members, partners, affiliates and subsidiaries other than the C.
No Business Opportunity Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the C. No amendment or repeal of this Article Neither the alteration, amendment or repeal of this Article Notwithstanding the foregoing, a Business Opportunity Exempt Party who is a director or officer of the Managing Partner and who is offered a business opportunity of the Managing Partner reasonably determined by the party receiving the opportunity to be expressly in his or her capacity as a director or officer of the Managing Partner shall be obligated to communicate and offer such business opportunity to the Managing Partner and the Managing Partner and the C.
Nothing this Article The notices given pursuant to this Agreement shall be in writing and shall be sufficiently given if delivered by hand or sent by first class mail to the recipient at the address set out below. Any notice sent by hand shall be deemed effective at the time of receipt; any notice sent by mail shall be deemed effective seven days after the date on which it was sent. Managing Director.
The Netherlands. Mosing Holdings, Inc. United States of America. Governing law and settlement of disputes. United States Tax Provisions. Capitalized words and phrases used in this Exhibit A have the respective meanings ascribed to them in Amendment No. As used in this Exhibit A, the following terms shall have the following meanings:. Transferred to such Partner. Capital Accounts. A capital account shall be established and maintained for each Partner in accordance with the requirements of Treasury Regulation Section 1.
The Partners agree that the initial capital account balances of each Partner shall be in the amount as set forth in Exhibit B. For purposes of this Section A-2, in connection with the contribution or distribution of an interest in an entity that is disregarded for U. As set forth in Article 4. Allocations of Profits and Losses.
After giving effect to the allocations under Section A Special Allocations. The following allocations shall be made in the following order:. Nonrecourse Deductions shall be allocated to the Partners as determined by the Managing Partner, to the extent permitted by the Treasury Regulations. Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for an Allocation Period or if there was a net decrease in Minimum Gain for a prior Allocation Period and the C.
This Section A-4 c is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1. This Section A-4 d is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1. All Losses and other items of loss and expense in excess of the limitation set forth in this Section A-4 e shall be allocated to the Partners who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Partner to have a deficit in its Adjusted Capital Account.
Notwithstanding any provision hereof to the contrary except Section A-4 c and Section A-4 d , a Partner who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1. This Section A-4 f is intended to constitute a qualified income offset under Treasury Regulation Section 1.
In the event that any Partner has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Partner shall be allocated items of C. To the extent an adjustment to the adjusted tax basis of any C. Income Tax Allocations. Other Allocation Rules.
Frank's International N. Frank's handles and installs joints of pipe in oil and gas wells. Its services, which help ensure the wells' structure and pressure integrity and aids in targeting specific zones of production, are provided using the company's purpose-built equipment. The year-old company, which operates in around 60 countries, aims to take advantage of increased technical demands for tubular services, noting that well-construction requirements have changed amid technological advances.
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