TO DISCLOSE ANY CONFIDENTIAL INFORMATION, THEN SCF WILL NOTIFY THE
BUYER PROMPTLY OF THE REQUEST OR REQUIREMENT SO THAT THE BUYER MAY SEEK AN
APPROPRIATE PROTECTIVE ORDER OR WAIVE COMPLIANCE WITH THE PROVISIONS OF THIS
SECTION 6.4.
IF, IN THE ABSENCE OF A PROTECTIVE ORDER OR THE RECEIPT OF A
WAIVER HEREUNDER, SCF IS, ON THE ADVICE OF COUNSEL, COMPELLED TO DISCLOSE ANY
CONFIDENTIAL INFORMATION TO ANY TRIBUNAL OR ELSE STAND LIABLE FOR CONTEMPT, SCF
MAY DISCLOSE THE CONFIDENTIAL INFORMATION TO THE TRIBUNAL; PROVIDED, HOWEVER,
THAT SCF SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN, AT THE
REASONABLE REQUEST OF BUYER, AN ORDER OR OTHER ASSURANCE THAT CONFIDENTIAL
TREATMENT WILL BE ACCORDED TO SUCH PORTION OF THE CONFIDENTIAL INFORMATION
REQUIRED TO BE DISCLOSED AS THE BUYER SHALL DESIGNATE.
THE FOREGOING PROVISIONS
SHALL NOT APPLY TO ANY CONFIDENTIAL INFORMATION WHICH IS GENERALLY AVAILABLE TO
THE PUBLIC IMMEDIATELY PRIOR TO THE TIME OF DISCLOSURE.
(C)
FOR THE PURPOSES OF THIS SECTION 6.4, THE
TERM "CONFIDENTIAL INFORMATION" SHALL MEAN ALL INFORMATION ACQUIRED BY SCF FROM
THE CORPORATIONS OR THEIR REPRESENTATIVES WITH RESPECT TO THE BUSINESS OF THE
CORPORATIONS OTHER THAN INFORMATION GENERALLY AVAILABLE TO THE PUBLIC (OTHER
THAN AS A RESULT OF DISCLOSURE BY SCF OR ITS REPRESENTATIVES IN VIOLATION OF
THIS PARAGRAPH) AND INFORMATION WHICH BECOMES AVAILABLE TO SCF ON A
NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE CORPORATIONS OR THEIR
REPRESENTATIVES (PROVIDED THAT SUCH SOURCE IS NOT KNOWN BY SCF TO BE BOUND BY A
CONFIDENTIALITY AGREEMENT WITH, OR OTHER OBLIGATION OF SECRECY TO THE
CORPORATIONS).
SECTION 6.5
RESTRICTIVE LEGEND.
Each certificate representing Geokinetics Shares will be imprinted with a legend
substantially in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR
LOCAL SECURITIES LAW (INCLUDING WITHOUT LIMITATION THE DELIVERY OF A LEGAL
OPINION FROM COUNSEL TO THE TRANSFEROR, REASONABLY SATISFACTORY, IF REQUESTED BY
THE COMPANY).
Each holder desiring to transfer a Geokinetics Share first must furnish the
Buyer with (i) a written opinion reasonably satisfactory to Buyer in form and
substance from counsel reasonably satisfactory to Buyer by reason of experience
to the effect that the holder may transfer the Geokinetics Shares as desired
without registration under the Securities Act and (ii) a
48
written undertaking executed by the desired transferee reasonably satisfactory
to Buyer in form and substance agreeing to be bound by the restrictions on
transfer contained herein.
SECTION 6.6
[NOT USED]
SECTION 6.7
WITHHOLDING TAX AND CLEARANCE
CERTIFICATES.
(A)
EACH OF THE SELLERS WHO IS NOT A RESIDENT OF
CANADA FOR THE PURPOSES OF THE INCOME TAX