Common use of Actions Requiring a Special Vote of the Representatives Clause in Contracts

Actions Requiring a Special Vote of the Representatives. Notwithstanding Section 1.1(c) and in addition to the approval of the Annual Financial Plan and the Strategic Plan provided in Section 1.3, the Venture Entities and their subsidiaries shall not take any of the following actions unless approved unanimously by all Representatives, and such unanimous approval shall constitute the approval of the Committee with respect thereto: (a) Any change in the scope or purpose of a Venture Entity or entry into any line of business in which the Venture Entity is not then engaged; (b) Take any action with respect to (i) the liquidation or dissolution of a Venture Entity, other than the liquidation or dissolution of a Venture Entity in connection with a Change of Control Event (as defined in the Master Formation Agreement (as defined below)) pursuant Section 11.1 of the Master Formation Agreement dated as of November 14, 2012 by and among Cameron, Schlumberger and the other parties listed on the signature pages thereto (as amended and supplemented through the date hereof, the “Master Formation Agreement”); (ii) any merger, consolidation or reorganization of a Venture Entity or any of their respective subsidiaries, other than a merger, consolidation or reorganization pursuant to Section 11.1 of the Master Formation Agreement; or (iii) the acquisition of another business or entity; (c) Making capital expenditures not reflected in the current Annual Plan or Strategic Plan in excess of $10,000,000 in any fiscal year; (d) Any sale, lease, transfer or other disposition of any asset or group of assets (other than obsolete equipment) in any transaction or series of related transactions, unless (i) the book value and fair market value of such assets or group of assets does not exceed $5,000,000 in any trailing 12-month period; (ii) such sale, lease, transfer or disposition is in the ordinary course of business and not in excess of $10,000,000 in any trailing 12-month period, or (iii) contemplated by the Annual Plan; (e) A Venture Entity’s incurrence or assumption of Indebtedness (other than customer advances, performance bonds and similar forms of Indebtedness incurred in the ordinary course of business) in excess of $25,000,000; (f) Make any distributions (other than distributions to fund Shareholders’ payments of any taxes and annual distributions of the free cash flow of the Venture Entities pursuant to Section 7.11 of the Master Formation Agreement) by a Venture Entity; (g) Taking any act that in good faith could be interpreted as contrary to the corporate policies applicable to the Venture in accordance with Section 2.4 regarding ethics, anti-bribery and other similar matters, or the application of any material change in such corporate policies to the Venture Entities; (h) Take any action with respect to (i) amendments to the organizational documents of a Venture Entity; (ii) issuance of additional equity interests or options, warrants, preemptive, subscription or other rights to acquire equity interests, or securities convertible into equity interests, in a Venture Entity or any of their respective subsidiaries; (iii) admission of new members to the Venture, or transfers of Cameron’s or Schlumberger’s interest in the Venture, except, in each case, pursuant to the transfer provisions in Article 11 of the Master Formation Agreement; (iv) any change in the Percentage Interests held by Cameron and its Affiliates and Schlumberger and its affiliates, respectively, in the Venture Entities; (i) Entry into any contract between such Venture Entity or any of its Affiliates, on the one hand, and Cameron, Schlumberger or any of their respective Affiliates, on the other hand, including all terms and conditions of such contract and any amendment thereto, including transactions for headquarters and corporate allocations and administrative, operational, support and transition services from Cameron or Schlumberger to the Venture; (j) Entry into any contract for the sale of products or services by Cameron, Schlumberger or any of their respective Affiliates to a Venture Entity or by a Venture Entity to Cameron, Schlumberger or any of their respective Affiliates, unless such contract is on arms-length terms that are no less favorable to the Venture in the aggregate than those available from unrelated third parties for similar transactions in similar circumstances; (k) Entry into any joint development, intellectual property licensing or technology transfer agreements between a Venture Entity and any third party (including agreements with Cameron, Schlumberger or any of their respective Affiliates) or the indirect transfer of intellectual property to any such third party through the sale or transfer of a subsidiary of any Venture Entity, in each case taking into account the review and recommendation of the Technical Committee (as defined below) with respect to such agreement, excluding agreements with customers or suppliers in the ordinary course of business; and (l) Make capital calls by a Venture Entity, unless such capital call is consistent with the Annual Plan or Strategic Plan then in place.

Actions Requiring a Special Vote of the Representatives. Notwithstanding Section 1.1(c) and in addition to the approval of the Annual Financial Plan and the Strategic Plan provided in Section 1.3), the Venture Entities and their subsidiaries shall not take any none of the following actions shall be taken unless approved unanimously by all Representativesat least one Representative of each of SLB and BHI, and any such unanimous approval action so approved shall constitute the approval act or action of the Committee with respect thereto: (a) Any change in the scope or purpose of a Venture Entity or entry into any line of business in which the Venture Entity is not then engaged; (b) Take any action with respect to (i) the liquidation or dissolution of a Venture Entity, other than the liquidation or dissolution of a Venture Entity in connection with a Change of Control Event (as defined in the Master Formation Agreement (as defined below)) pursuant Section 11.1 of the Master Formation Agreement dated as of November 14, 2012 by and among Cameron, Schlumberger and the other parties listed on the signature pages thereto (as amended and supplemented through the date hereof, the “Master Formation Agreement”); (ii) any merger, consolidation or reorganization of a Venture Entity or any of their respective subsidiaries, other than a merger, consolidation or reorganization pursuant to Section 11.1 of the Master Formation Agreement; or (iii) the acquisition of another business or entity; (c) Making capital expenditures not reflected in the current Annual Plan or Strategic Plan in excess of $10,000,000 in any fiscal year; (d) Any sale, lease, transfer or other disposition of any asset or group of assets (other than obsolete equipment) in any transaction or series of related transactions, unless (i) the book value and fair market value of such assets or group of assets does not exceed $5,000,000 in any trailing 12-month period; (ii) such sale, lease, transfer or disposition is in the ordinary course of business and not in excess of $10,000,000 in any trailing 12-month period, or (iii) contemplated by the Annual Plan; (e) A Venture Entity’s incurrence or assumption of Indebtedness (other than customer advances, performance bonds and similar forms of Indebtedness incurred in the ordinary course of business) in excess of $25,000,000; (f) Make any distributions (other than distributions to fund Shareholders’ payments of any taxes and annual distributions of the free cash flow of the Venture Entities pursuant to Section 7.11 of the Master Formation Agreement) by a Venture Entity; (g) Taking any act that in good faith could be interpreted as contrary to the corporate policies applicable to the Venture in accordance with Section 2.4 regarding ethics, anti-bribery and other similar matters, or the application of any material change in such corporate policies to the Venture Entities; (h) Take any action with respect to (i) amendments to the organizational documents of a Venture Entity; (ii) issuance of additional equity interests or options, warrants, preemptive, subscription or other rights to acquire equity interests, or securities convertible into equity interests, in a Venture Entity or any of their respective subsidiaries; (iii) admission Approval of new members to the Venture, or transfers of Cameron’s SLB's or Schlumberger’s BHI's interest in the Venture, except, in each case, pursuant to the transfer provisions in Article 11 XI of the Master Formation AgreementAgreement dated as of September 6, 2000 by and among SLB, BHI and the Other Parties Listed on the Signature Pages Thereto; (b) issuance of additional equity interests in a Venture Entity or US EmployCo or any of their respective subsidiaries; (c) the approval of (A) any aggregate deviations of greater than 15% from the Venture's annual capital expenditures, including, without limitation, acquisitions of businesses, product lines and technology, set forth in its annual business plan, (B) annual capital expenditures, including, without limitation, acquisitions of businesses, product lines and technology, in any such plan in excess of 20% of annual plan revenues (excluding, in each case, expenditures to acquire speculative, non-exclusive proprietary or multiclient seismic data) and (C) annual expenditures in excess of 30% of annual business plan revenues in any financial plan year on acquisition of speculative, non-exclusive or multiclient seismic data; (ii) a Venture Entity's annual expenditures on research and development expenses in excess of 5.0% of the Venture's annual plan revenues; (iii) a Venture Entity's annual expenditures on general and administrative expenses in relation to SLB and Oilfield Services Headquarters corporate support in excess of 1% of the Venture's annual plan revenues. (iv) a Venture Entity's expenditures in excess of US$5 million on any change in the Percentage Interests held by Cameron and its Affiliates and Schlumberger and its affiliates, respectively, in the Venture Entities; (i) Entry into any one contract between such Venture Entity or any of its Affiliates, on the one hand, and CameronSLB, Schlumberger BHI or any of their respective Affiliates, on the other hand, including all terms and conditions as well as the underlying contract; provided that for this purpose if a contract is reasonably likely to exceed this threshold even though its value at the time of such determining whether a vote of the Representatives should be taken is less than this threshold, the contract and any amendment thereto, including transactions for headquarters and corporate allocations and administrative, operational, support and transition services from Cameron or Schlumberger to the Ventureshall be treated as having exceeded this threshold; (jv) Entry into any contract for the sale initiation, settlement or dismissal of products lawsuits or services arbitral proceedings by Cameron, Schlumberger or any of their respective Affiliates to against a Venture Entity or by a Venture Entity to Cameronits subsidiaries (other than lawsuits involving SLB, Schlumberger or any of their respective Affiliates, unless such contract is on arms-length terms that are no less favorable to the Venture in the aggregate than those available from unrelated third parties for similar transactions in similar circumstances; (k) Entry into any joint development, intellectual property licensing or technology transfer agreements between a Venture Entity and any third party (including agreements with Cameron, Schlumberger BHI or any of their respective Affiliates) where the amount in controversy or settlement amount exceeds US$25 million or where the rights of SLB or BHI in the Venture Entity's technology for use outside of the scope of the Venture Entity under the licenses granted to that party are affected; provided, that the Venture Entity or its Affiliates may take any action necessary to preserve its rights in a lawsuit or proceeding if time does not practicably allow consultation with SLB and BHI to obtain approval; (d) approval of (i) business, product line, asset or technology dispositions whereby a Venture Entity receives in consideration of the disposition US$30 million or more; or (ii) the contribution of assets by a Venture Entity to an entity jointly owned by the Venture Entity and one or more third parties where the value of the contribution of assets by the Venture Entity is US$30 million or more; (e) change in the scope or purpose of a Venture Entity or US EmployCo; (f) approval of distributions or dividends by a Venture Entity or US EmployCo; (g) approval of (i) a Venture Entity's incurrence, assumption or guarantee of Indebtedness in the aggregate in excess of the greater of US$150 million or 10% of the Venture's net worth (excluding any debt contributed by either SLB or BHI at the creation of the Venture Entity) as reflected on the most recent combined financial statements of the Venture; (ii) a Venture Entity's incurrence, assumption or guarantee of Indebtedness in any one transaction or series of related transactions of US$100 million (including through the establishment of committed or uncommitted credit facilities) or more or the indirect transfer of intellectual property to any such third party through the sale or transfer of a subsidiary creation of any Venture Entity, in each case taking into account Lien to secure the review and recommendation of the Technical Committee (as defined below) with respect to such agreement, excluding agreements with customers or suppliers in the ordinary course of business; andsame; (lh) Make approval of capital calls by a Venture Entity or US EmployCo; (i) amendments to the organizational documents of a Venture Entity or US EmployCo; (j) approval of (i) the liquidation or dissolution of a Venture Entity or US EmployCo; or (ii) any merger, consolidation or reorganization of a Venture Entity or US EmployCo or any of their respective subsidiaries (except for mergers, consolidations or reorganizations of subsidiaries of a Venture Entity or US EmployCo with other subsidiaries of a Venture Entity or US EmployCo or with a Venture Entity or US EmployCo when the Venture Entity or US EmployCo is the surviving entity); (k) the filing by a Venture Entity or US EmployCo or any of their respective subsidiaries for protection from creditors under the applicable law of bankruptcy or reorganization for debtors or the making of an assignment for the benefit of creditors; (l) any write-off or write-down of the value of any assets of a Venture Entity or US EmployCo, or any non-recurring charge, in each case, in excess of US$20 million on a pre-tax basis; (m) any change in the independent auditors of a Venture Entity or US EmployCo, or the adoption of or material change in any accounting policies of a Venture Entity or US EmployCo; (n) the determination of compensation of Executive Officers of a Venture Entity or US EmployCo; and (o) the adoption of or material change to a Venture Entity, unless such capital call is consistent with the Annual Plan 's or Strategic Plan then in placeUS EmployCo's corporate policies.

Actions Requiring a Special Vote of the Representatives. Notwithstanding Section 1.1(c) and in addition to the approval of the Annual Financial Plan and the Strategic Plan provided in Section 1.3, the Venture Entities and their subsidiaries shall not take any of the following actions unless approved unanimously by all Representatives, and such unanimous approval shall constitute the approval of the Committee with respect thereto: (a) Any change in the scope or purpose of a Venture Entity or US EmployCo or entry into any line of business in which the Venture Entity or US EmployCo is not then engaged; (b) Take any action with respect to (i) the liquidation or dissolution of a Venture EntityEntity or US EmployCo, other than the liquidation or dissolution of a Venture Entity or US EmployCo in connection with a Change of Control Event (as defined in the Master Formation Agreement (as defined below)) pursuant Section 11.1 of the Master Formation Agreement dated as of November 14, 2012 by and among CameronCyclone, Schlumberger Storm and the other parties listed on the signature pages thereto (as amended and supplemented through the date hereof, the “Master Formation Agreement”); (ii) any merger, consolidation or reorganization of a Venture Entity or US EmployCo or any of their respective subsidiaries, other than a merger, consolidation or reorganization pursuant to Section 11.1 of the Master Formation Agreement; or (iii) the acquisition of another business or entity; (c) Making capital expenditures not reflected in the current Annual Plan or Strategic Plan in excess of $10,000,000 in any fiscal year; (d) Any sale, lease, transfer or other disposition of any asset or group of assets (other than obsolete equipment) in any transaction or series of related transactions, unless (i) the book value and fair market value of such assets or group of assets does not exceed $5,000,000 in any trailing 12-month period; (ii) such sale, lease, transfer or disposition is in the ordinary course of business and not in excess of $10,000,000 in any trailing 12-month period, or (iii) contemplated by the Annual Plan; (e) A Venture Entity’s incurrence or assumption of Indebtedness (other than customer advances, performance bonds and similar forms of Indebtedness incurred in the ordinary course of business) in excess of $25,000,000; (f) Make any distributions (other than distributions to fund Shareholders’ payments of any taxes and annual distributions of the free cash flow of the Venture Entities pursuant to Section 7.11 of the Master Formation Agreement) by a Venture EntityEntity or US EmployCo; (g) Taking any act that in good faith could be interpreted as contrary to the corporate policies applicable to the Venture in accordance with Section 2.4 regarding ethics, anti-bribery and other similar matters, or the application of any material change in such corporate policies to the Venture Entities; (h) Take any action with respect to (i) amendments to the organizational documents of a Venture EntityEntity or US EmployCo; (ii) issuance of additional equity interests or options, warrants, preemptive, subscription or other rights to acquire equity interests, or securities convertible into equity interests, in a Venture Entity or US EmployCo or any of their respective subsidiaries; (iii) admission of new members to the Venture, or transfers of CameronCyclone’s or SchlumbergerStorm’s interest in the Venture, except, in each case, pursuant to the transfer provisions in Article 11 of the Master Formation Agreement; (iv) any change in the Percentage Interests held by Cameron Cyclone and its Affiliates and Schlumberger Storm and its affiliates, respectively, in the Venture Entities; (i) Entry into any contract between such Venture Entity or any of its Affiliates, on the one hand, and CameronCyclone, Schlumberger Storm or any of their respective Affiliates, on the other hand, including all terms and conditions of such contract and any amendment thereto, including transactions for headquarters and corporate allocations and administrative, operational, support and transition services from Cameron Cyclone or Schlumberger Storm to the Venture; (j) Entry into any contract for the sale of products or services by CameronCyclone, Schlumberger Storm or any of their respective Affiliates to a Venture Entity or by a Venture Entity to CameronCyclone, Schlumberger Storm or any of their respective Affiliates, unless such contract is on arms-length terms that are no less favorable to the Venture in the aggregate than those available from unrelated third parties for similar transactions in similar circumstances; (k) Entry into any joint development, intellectual property licensing or technology transfer agreements between a Venture Entity and any third party (including agreements with CameronCyclone, Schlumberger Storm or any of their respective Affiliates) or the indirect transfer of intellectual property to any such third party through the sale or transfer of a subsidiary of any Venture Entity, in each case taking into account the review and recommendation of the Technical Committee (as defined below) with respect to such agreement, excluding agreements with customers or suppliers in the ordinary course of business; and (l) Make capital calls by a Venture EntityEntity or US EmployCo, unless such capital call is consistent with the Annual Plan or Strategic Plan then in place.

Actions Requiring a Special Vote of the Representatives. Notwithstanding Section 1.1(c) and in addition to the approval of the Annual Financial Plan and the Strategic Plan provided in Section 1.3), the Venture Entities and their subsidiaries shall not take any none of the following actions shall be taken unless approved unanimously by all Representativesat least one Representative of each of SLB and BHI, and any such unanimous approval action so approved shall constitute the approval act or action of the Committee with respect thereto: (a) Any change in the scope or purpose of a Venture Entity or entry into any line of business in which the Venture Entity is not then engaged; (b) Take any action with respect to (i) the liquidation or dissolution of a Venture Entity, other than the liquidation or dissolution of a Venture Entity in connection with a Change of Control Event (as defined in the Master Formation Agreement (as defined below)) pursuant Section 11.1 of the Master Formation Agreement dated as of November 14, 2012 by and among Cameron, Schlumberger and the other parties listed on the signature pages thereto (as amended and supplemented through the date hereof, the “Master Formation Agreement”); (ii) any merger, consolidation or reorganization of a Venture Entity or any of their respective subsidiaries, other than a merger, consolidation or reorganization pursuant to Section 11.1 of the Master Formation Agreement; or (iii) the acquisition of another business or entity; (c) Making capital expenditures not reflected in the current Annual Plan or Strategic Plan in excess of $10,000,000 in any fiscal year; (d) Any sale, lease, transfer or other disposition of any asset or group of assets (other than obsolete equipment) in any transaction or series of related transactions, unless (i) the book value and fair market value of such assets or group of assets does not exceed $5,000,000 in any trailing 12-month period; (ii) such sale, lease, transfer or disposition is in the ordinary course of business and not in excess of $10,000,000 in any trailing 12-month period, or (iii) contemplated by the Annual Plan; (e) A Venture Entity’s incurrence or assumption of Indebtedness (other than customer advances, performance bonds and similar forms of Indebtedness incurred in the ordinary course of business) in excess of $25,000,000; (f) Make any distributions (other than distributions to fund Shareholders’ payments of any taxes and annual distributions of the free cash flow of the Venture Entities pursuant to Section 7.11 of the Master Formation Agreement) by a Venture Entity; (g) Taking any act that in good faith could be interpreted as contrary to the corporate policies applicable to the Venture in accordance with Section 2.4 regarding ethics, anti-bribery and other similar matters, or the application of any material change in such corporate policies to the Venture Entities; (h) Take any action with respect to (i) amendments to the organizational documents of a Venture Entity; (ii) issuance of additional equity interests or options, warrants, preemptive, subscription or other rights to acquire equity interests, or securities convertible into equity interests, in a Venture Entity or any of their respective subsidiaries; (iii) admission Approval of new members to the Venture, or transfers of Cameron’s SLB's or Schlumberger’s BHI's interest in the Venture, except, in each case, pursuant to the transfer provisions in Article 11 XI of the Master Formation AgreementAgreement dated as of _______, 2000 by and among SLB, BHI and the Other Parties Listed on the Signature Pages Thereto; (b) issuance of additional equity interests in a Venture Entity or US EmployCo or any of their respective subsidiaries; (c) the approval of (A) any aggregate deviations of greater than 15% from the Venture's annual capital expenditures, including, without limitation, acquisitions of businesses, product lines and technology, set forth in its annual business plan, (B) annual capital expenditures, including, without limitation, acquisitions of businesses, product lines and technology, in any such plan in excess of 20% of annual plan revenues (excluding, in each case, expenditures to acquire speculative, non-exclusive proprietary or multiclient seismic data) and (C) annual expenditures in excess of 30% of annual business plan revenues in any financial plan year on acquisition of speculative, non-exclusive or multiclient seismic data; (ii) a Venture Entity's annual expenditures on research and development expenses in excess of 5.0% of the Venture's annual plan revenues; (iii) a Venture Entity's annual expenditures on general and administrative expenses in relation to SLB and Oilfield Services Headquarters corporate support in excess of 1% of the Venture's annual plan revenues. (iv) a Venture Entity's expenditures in excess of US$5 million on any change in the Percentage Interests held by Cameron and its Affiliates and Schlumberger and its affiliates, respectively, in the Venture Entities; (i) Entry into any one contract between such Venture Entity or any of its Affiliates, on the one hand, and CameronSLB, Schlumberger BHI or any of their respective Affiliates, on the other hand, including all terms and conditions as well as the underlying contract; provided that for this purpose if a contract is reasonably likely to exceed this threshold even though its value at the time of such determining whether a vote of the Representatives should be taken is less than this threshold, the contract and any amendment thereto, including transactions for headquarters and corporate allocations and administrative, operational, support and transition services from Cameron or Schlumberger to the Ventureshall be treated as having exceeded this threshold; (jv) Entry into any contract for the sale initiation, settlement or dismissal of products lawsuits or services arbitral proceedings by Cameron, Schlumberger or any of their respective Affiliates to against a Venture Entity or by a Venture Entity to Cameronits subsidiaries (other than lawsuits involving SLB, Schlumberger or any of their respective Affiliates, unless such contract is on arms-length terms that are no less favorable to the Venture in the aggregate than those available from unrelated third parties for similar transactions in similar circumstances; (k) Entry into any joint development, intellectual property licensing or technology transfer agreements between a Venture Entity and any third party (including agreements with Cameron, Schlumberger BHI or any of their respective Affiliates) where the amount in controversy or settlement amount exceeds US$25 million or where the rights of SLB or BHI in the Venture Entity's technology for use outside of the scope of the Venture Entity under the licenses granted to that party are affected; provided, that the Venture Entity or its Affiliates may take any action necessary to preserve its rights in a lawsuit or proceeding if time does not practicably allow consultation with SLB and BHI to obtain approval; (d) approval of (i) business, product line, asset or technology dispositions whereby a Venture Entity receives in consideration of the disposition US$30 million or more; or (ii) the contribution of assets by a Venture Entity to an entity jointly owned by the Venture Entity and one or more third parties where the value of the contribution of assets by the Venture Entity is US$30 million or more; (e) change in the scope or purpose of a Venture Entity or US EmployCo; (f) approval of distributions or dividends by a Venture Entity or US EmployCo; (g) approval of (i) a Venture Entity's incurrence, assumption or guarantee of Indebtedness in the aggregate in excess of the greater of US$150 million or 10% of the Venture's net worth (excluding any debt contributed by either SLB or BHI at the creation of the Venture Entity) as reflected on the most recent combined financial statements of the Venture; (ii) a Venture Entity's incurrence, assumption or guarantee of Indebtedness in any one transaction or series of related transactions of US$100 million (including through the establishment of committed or uncommitted credit facilities) or more or the indirect transfer of intellectual property to any such third party through the sale or transfer of a subsidiary creation of any Venture Entity, in each case taking into account Lien to secure the review and recommendation of the Technical Committee (as defined below) with respect to such agreement, excluding agreements with customers or suppliers in the ordinary course of business; andsame; (lh) Make approval of capital calls by a Venture Entity or US EmployCo; (i) amendments to the organizational documents of a Venture Entity or US EmployCo; (j) approval of (i) the liquidation or dissolution of a Venture Entity or US EmployCo; or (ii) any merger, consolidation or reorganization of a Venture Entity or US EmployCo or any of their respective subsidiaries (except for mergers, consolidations or reorganizations of subsidiaries of a Venture Entity or US EmployCo with other subsidiaries of a Venture Entity or US EmployCo or with a Venture Entity or US EmployCo when the Venture Entity or US EmployCo is the surviving entity); (k) the filing by a Venture Entity or US EmployCo or any of their respective subsidiaries for protection from creditors under the applicable law of bankruptcy or reorganization for debtors or the making of an assignment for the benefit of creditors; (l) any write-off or write-down of the value of any assets of a Venture Entity or US EmployCo, or any non-recurring charge, in each case, in excess of US$20 million on a pre-tax basis; (m) any change in the independent auditors of a Venture Entity or US EmployCo, or the adoption of or material change in any accounting policies of a Venture Entity or US EmployCo; (n) the determination of compensation of Executive Officers of a Venture Entity or US EmployCo; and (o) the adoption of or material change to a Venture Entity, unless such capital call is consistent with the Annual Plan 's or Strategic Plan then in placeUS EmployCo's corporate policies.