UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
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A.
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Name of issuer or person filing (Filer):
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Compagnie Générale de Géophysique-Veritas |
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B.
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(1) This is [check one] |
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þ an original filing for the Filer |
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o an amended filing for the Filer |
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(2) Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule 101(b)(9) o |
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C. |
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Identify the filing in conjunction with which this Form is being filed: |
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Name of registrant
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Compagnie Générale de Géophysique-Veritas |
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Form type
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Form CB |
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File Number (if known) |
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Filed by
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Compagnie Générale de Géophysique-Veritas |
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Date Filed (if filed concurrently, so indicate):
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November 28, 2008 (filed concurrently) |
D. |
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The Filer is incorporated or organized under the laws of the Republic
of France and has its principal place of business at Tour Maine
Montparnasse, 33 avenue du Maine 75015 Paris, France, telephone (33) 1
64 47 45 00. |
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E. |
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The Filer designates and appoints Brent Whiteley of CGGVeritas
Services Holding (US) Inc. (Agent) located at 10300 Town Park Drive,
Houston, TX77072, telephone (832) 351 8300, as the agent of the Filer
upon whom may be served any process, pleadings, subpoenas, or other
papers in |
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(a) |
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any investigation or administrative proceeding conducted by the Commission; and |
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(b) |
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any civil suit or action brought against the Filer or to which the Filer has
been joined as defendant or respondent, in any appropriate court in any place
subject to the jurisdiction of any state or of the United States or of any of
its territories or possessions or of the District of Columbia, where the
investigation, proceeding or cause of action arises out of or relates to or
concerns (i) any offering made or purported to be made in connection with the
securities registered or qualified by the Filer on Form CB on
November 28,
2008 or any purchases or sales of any security in connection therewith;
(ii) the securities in relation to which the obligation to file an annual
report on form 40-F arises, or any purchases or sales of such securities;
(iii) any tender offer for the securities of a Canadian issuer with respect to
which filings are made by the Filer with the Commission on Schedule 13E-4F,
14D-1F or 14D-9F; or (iv) the securities in relation to which the filer acts
as trustee pursuant to an exemption under Rule 10a-5 under the Trust Indenture
Act of 1939. The Filer stipulates and agrees that any such civil suit or
action or administrative proceeding may be commenced by the service of process
upon, and that service of an administrative subpoena shall be effected by
service upon such agent for service of process, and that the service as
aforesaid shall be taken and held in all courts and administrative tribunals
to be valid and binding as if personal service thereof had been made. |
F. |
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Each person filing this Form in connection with: |
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(a) |
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the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or
14D-9F stipulates and agrees to appoint a successor agent for service
of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf
of the Filer at any time until six years have elapsed from the date
the issuer of the securities to which such Forms and Schedules relate
has ceased reporting under the Exchange Act; |
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(b) |
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the use of Form F-8, Form F-80 or Form CB stipulates and aggress to
appoint a successor agent for service of process and file an amended
F-X if the Filer discharges the Agent or the agent is unwilling or
unable to accept service on behalf of the Filer at any time until six
years have elapsed following the effective date of the latest
amendment to such Form F-8, Form F-80 or Form CB; |
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(c) |
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its status as trustee with respect to securities registered on Form
F-7, F-8, F-9, F-10, F-80 or SB-2 stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if
the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time during which any of
the securities subject to the indenture remain outstanding; and |
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(d) |
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the use of Form 1-A or other Commission form for an offering pursuant
to Regulation A stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept
service on behalf of the Filer at any time until six years have
elapsed from the date of the last sale of securities in reliance upon
the Regulation A exemption. |
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Each filer further undertakes to advise the Commission promptly of any
change to the Agents name or address during the applicable period by
amendment of this Form, referencing the file number of the relevant
form in conjunction with which the amendment is being filed. |
G. |
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Each person filing this Form, other than a trustee filing in
accordance with General Instruction I.(a) of this Form, undertakes to
make available, in person or by telephone, representatives to respond
to inquiries made by the Commission staff, and to furnish promptly,
when requested to do so by the Commission staff, information relating
to: the Forms, Schedules and offering statements described in General
Instructions I.(a), I.(b), I.(c), I.(d) and I.(f) of this Form, as
applicable; the securities to which such Forms, Schedules and offering
statements relate; and the transactions in such securities. |
The Filer certifies that it has duly caused this power of attorney, consent, stipulation and
agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris,
France this 28th day of November, 2008.
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Filer: |
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COMPAGNIE
GÉNÉRALE DE GÉOPHYSIQUE-VERITAS |
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By: |
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/s/ Stephane-Paul Frydman |
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Name:
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Stephane-Paul Frydman |
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Title:
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Chief Financial Officer |
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This statement has been signed by the following person in the capacity and on the date indicated:
Authorized Agent in the United States
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By:
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/s/ Brent Whiteley
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Brent Whiteley |
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Date:
November 28, 2008