Dawson Geophysical Co Sample Contracts

COMMON STOCK
Dawson Geophysical Co • November 12th, 1997 • Oil & gas field exploration services • Florida
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and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Rights Agent
Agreement • December 11th, 2003 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
DAWSON GEOPHYSICAL COMPANY and MELLON INVESTOR SERVICES LLC, Rights Agent Rights Agreement Effective as of Close of Business on July 23, 2009
Rights Agreement • July 9th, 2009 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Rights Agreement, effective as of the close of business on July 23, 2009 (the “Agreement”), between Dawson Geophysical Company, a Texas corporation, and Mellon Investor Services LLC, a New Jersey limited liability company,

EMPLOYMENT AGREEMENT
Employment Agreement • October 9th, 2014 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Employment Agreement (this “Agreement”) is by and between TGC Industries, Inc., a Texas corporation (the “Company”), and Christina W. Hagan (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties.”

1,500,000 Shares DAWSON GEOPHYSICAL COMPANY Common Stock FORM OF UNDERWRITING AGREEMENT
Dawson Geophysical Co • February 15th, 2005 • Oil & gas field exploration services • Florida

Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 As Representative of the Underwriters listed on Schedule I hereto

WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 June 30, 2011
Dawson Geophysical Co • August 9th, 2011 • Oil & gas field exploration services • Texas

Pursuant to the terms of that certain letter loan agreement, dated as of June 2, 2011 (the “Existing Loan Agreement”), Western National Bank, a national banking association (alternatively, “Western” the “Lender”, or the “Bank”), has previously committed to provide to Dawson Geophysical Company, a Texas corporation (alternatively, “Dawson Geophysical” or the “Borrower”), a revolving line of credit loan in the original principal amount of Twenty Million and No/Dollars ($20,000,000.00) (the “Revolver Loan”). The Revolver Loan is evidenced by that certain Revolving Line of Credit Note, also dated as of June 2, 2011, in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00), executed by the Borrower, as Maker, in favor of the Bank, as Payee (the “Revolver Note”). The Revolver Note is secured by that certain Security Agreement, also dated as of June 2, 2011, executed by Borrower, covering all accounts, equipment, and other items of collateral described therein (t

SECURITY AGREEMENT
Security Agreement • December 10th, 2013 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 2nd day of December 2013, by and between DAWSON GEOPHYSICAL COMPANY, a Texas Corporation, whose address is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the “Debtor”), and WESTERN NATIONAL BANK, a national banking association, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Secured Party”).

SECURITY AGREEMENT
Security Agreement • August 9th, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 30th day of June 2011, by and between DAWSON GEOPHYSICAL COMPANY, a Texas Corporation, whose address is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the “Debtor”), and WESTERN NATIONAL BANK, a national banking association, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Secured Party”).

WESTERN NATIONAL BANK
Dawson Geophysical Co • December 10th, 2013 • Oil & gas field exploration services • Texas
DAWSON GEOPHYSICAL COMPANY 2006 STOCK AND PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 11th, 2008 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Restricted Stock Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant on (the “Award Date”), such number of shares subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.

AGREEMENT AND PLAN OF MERGER among DAWSON GEOPHYSICAL COMPANY, 6446 ACQUISITION CORP. and TGC INDUSTRIES, INC. Dated as of March 20, 2011
Voting Agreement • March 21st, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 20, 2011, is by and among Dawson Geophysical Company, a Texas corporation (“Parent”), 6446 Acquisition Corp., a Texas corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and TGC Industries, Inc., a Texas corporation (the “Company”).

VOTING AGREEMENT
Voting Agreement • October 9th, 2014 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS VOTING AGREEMENT (this “Agreement”), dated as of October 8, 2014, is by and between Dawson Geophysical Company, a Texas corporation (the “Company”), and (the “Voting Shareholder”).

FORM OF VOTING AGREEMENT
Form of Voting Agreement • March 21st, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS VOTING AGREEMENT (this “Agreement”), dated as of March 20, 2011, is by and between Dawson Geophysical Company, a Texas corporation (“Parent”), and __________________ (the “Voting Shareholder”).

VOTING AGREEMENT
Voting Agreement • October 9th, 2014 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS VOTING AGREEMENT (this “Agreement”), dated as of October 8, 2014, is by and among TGC Industries, Inc., a Texas corporation (“Parent”), and each of the individuals or entities listed on a signature page hereto (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”).

RESTATED INDEMNIFICATION AGREEMENT
Restated Indemnification Agreement • October 9th, 2014 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Restated Indemnification Agreement (this “Agreement”) is made and entered into as of [ ], by and between Dawson Geophysical Company, a Texas corporation (formerly known as TGC Industries, Inc.) (the “Company”), and (the “Indemnitee”).

DAWSON GEOPHYSICAL COMPANY 2006 STOCK AND PERFORMANCE INCENTIVE PLAN STOCK OPTION AGREEMENT
Option Agreement • February 11th, 2008 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This option agreement (“Option Agreement” or “Agreement”) executed between DAWSON GEOPHYSICAL COMPANY (the “Company”), and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding a right (the “Option”) awarded to the Participant on (the “Grant Date”) to purchase from the Company up to but not exceeding in the aggregate shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”)) at $___.___ per share (the “Exercise Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.

MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT *
Master Geophysical Data Acquisition Agreement • February 9th, 2009 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (the “Master Agreement” or “Agreement”) is entered into this 19th day of December, 2006; between SandRidge Energy, Inc., having an office located 1601 Northwest Expressway, Suite 1600, Oklahoma City, OK 73118 (hereinafter called “Company”) and Dawson Geophysical Company, a Texas corporation having offices in Midland, Texas (hereinafter called “Contractor”). Company and Contractor may each be referred to herein as “Party” or collectively as “Parties”.

MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT Between (“Company”) And DAWSON GEOPHYSICAL COMPANY (“Contractor”) Dated:
Master Geophysical • December 5th, 2012 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (the “Master Agreement” or “Agreement”) is entered into this day of , 2012; between , having an office located in (hereinafter called “Company”) as well as, any legal entity which controls, is controlled by or is under common control of the Company (the “Affiliate” or “Affiliates”) and Dawson Geophysical Company, a Texas corporation having offices in Midland, Texas (hereinafter called “Contractor”) and its Affiliates. Company and Contractor may each be referred to herein as “Party” or collectively as “Parties”.

SUPPLEMENTAL AGREEMENT NO. To Master Geophysical Data Acquisition Agreement Dated: Between (“Company”) and Dawson Geophysical Company (“Contractor”)
Supplemental Agreement • December 5th, 2012 • Dawson Geophysical Co • Oil & gas field exploration services
DAWSON GEOPHYSICAL COMPANY RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 11th, 2013 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Restricted Stock Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant on (the “Award Date”), such number of shares subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 9th, 2014 • Dawson Geophysical Co • Oil & gas field exploration services

This FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of October 8, 2014 (this “Amendment”), to the Rights Agreement, dated effective as of July 23, 2009 (the “Company Rights Agreement”), between Dawson Geophysical Company, a Texas corporation (the “Company”), and Computershare Inc, a Delaware corporation, successor-in-interest to Mellon Investor Services LLC, as rights agent (the “Rights Agent”).

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FORM OF VOTING AGREEMENT
Form of Voting Agreement • March 21st, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS VOTING AGREEMENT (this “Agreement”), dated as of March 20, 2011, is by and among TGC Industries, Inc., a Texas corporation (the “Company”), and each of the individuals or entities listed on a signature page hereto (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”).

DAWSON GEOPHYSICAL COMPANY 2006 STOCK AND PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 6th, 2010 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Restricted Stock Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant on July 26, 2010 (the “Award Date”), such number of shares subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.

WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 December 22, 2004
Western National • December 23rd, 2004 • Dawson Geophysical Co • Oil & gas field exploration services

Western National Bank (“Western” or the “Bank”) hereby commits to provide to Dawson Geophysical Company (alternatively “Dawson Geophysical” or the "Borrower”) a revolving line of credit loan in the amount of TEN MILLION AND NO/DOLLARS ($10,000,000.00) (the Loan”). The Loan will be evidenced by a Revolving Line of Credit Note, of even date herewith, in the original face amount of TEN MILLION AND NO/Dollars ($10,000,000.00) (the “Note”) and secured by that certain Security Agreement, dated December 22, 2004 covering those accounts receivables described therein (the “Security Agreement”). From time to time, the Security Agreement, and any financing statements filed to perfect the security interest created thereunder, may be collectively referred to herein as the “Security Instruments”.

WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 January 18, 2006
Dawson Geophysical Co • February 9th, 2006 • Oil & gas field exploration services • Texas

Pursuant to the terms of a letter loan agreement, dated December 22, 2004, (the “Original Loan Agreement”), Western National Bank (alternatively, “Western” or the “Bank”) has previously committed to provide to Dawson Geophysical Company (alternatively “Dawson Geophysical” or the “Borrower”), a revolving line of credit loan in the original principal amount of Ten Million and No/Dollars ($10,000,000.00) (the “Existing Loan”). The Existing Loan is evidenced by a revolving line of credit note, of even date herewith, executed by the Borrower on behalf of Western in the original principal amount of Ten Million and No/100 Dollars ($10,000,000.00) (the “Existing Note”). The Existing Note is secured by that certain Security Agreement, dated December 22, 2004, covering those accounts receivables described therein (the “Existing Security Agreement”). From time to time, the Security Agreement, and any financing statements filed to perfect the security interest created thereunder, may be collective

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Employment Agreement (this “Agreement”) is made as of the _____ day of _________________, 20__ (the “Effective Date”) by and between __________________1, a Texas corporation (the “Company”), and _________________ (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties.”

SECURITY AGREEMENT
Security Agreement • June 5th, 2008 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 2nd day of June 2008, by and between DAWSON GEOPHYSICAL COMPANY, a Texas Corporation, whose address is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the “Debtor”), and WESTERN NATIONAL BANK, a national banking association, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Secured Party”).

SECURITY AGREEMENT
Security Agreement • June 23rd, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 2nd day of June 2011, by and between DAWSON GEOPHYSICAL COMPANY, a Texas Corporation, whose address is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the “Debtor”), and WESTERN NATIONAL BANK, a national banking association, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Secured Party”).

DAWSON GEOPHYSICAL COMPANY RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 11th, 2013 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Restricted Stock Unit Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of Stock Units (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Stock Units comprising this Award referred to herein as “Restricted Stock Units”) awarded to the Participant on (the “Award Date”), such number of Restricted Stock Units subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.

EXHIBIT 10 ---------- MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT
Master Geophysical • December 11th, 2003 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
Dawson Geophysical Executes Loan Agreement Midland, Texas, December 23, 2004/PR Newswire/
Loan Agreement • December 23rd, 2004 • Dawson Geophysical Co • Oil & gas field exploration services

On December 22, 2004 Dawson Geophysical Company (NASDAQ-DWSN) established a $10.0 million revolving line of credit loan agreement with Western National Bank. Interest on borrowed amounts is payable at a rate equal to the greater of the prime rate or 5%. Borrowed amounts will be secured by the Company’s accounts receivable.

MASTER SERVICE CONTRACT Between CHESAPEAKE OPERATING, INC. and any present or future subsidiaries or affiliates named directly or indirectly by Chesapeake Operating, Inc. (herein collectively “Company”), P.O. Box 18496, Oklahoma City, OK 73154 and...
Master Service Contract • February 9th, 2009 • Dawson Geophysical Co • Oil & gas field exploration services • Oklahoma

Additional Insured — A person or organization not automatically included as an insured under an insurance policy, but for whom insured status is arranged, usually by endorsement. A named insured’s impetus for providing additional insured status to others may be a desire to protect the other party because of a close relationship with that party or to comply with a contractual agreement requiring the named insured to do so.

WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 June 2, 2011
Western National • June 23rd, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

Pursuant to the terms of a letter loan agreement, dated as of June 2, 2009 (the “Existing Loan Agreement”), Western National Bank, a national banking association (alternatively, “Western” the “Lender”, or the “Bank”), has previously committed to provide to Dawson Geophysical Company, a Texas corporation (alternatively, “Dawson Geophysical” or the “Borrower”), a revolving line of credit loan in the original principal amount of Twenty Million and No/Dollars ($20,000,000.00) (the Existing Loan”). The Existing Loan is evidenced by that certain Revolving Line of Credit Note, also dated as of June 2, 2009, in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00), executed by the Borrower, as Maker, in favor of the Bank, as Payee, (the “Existing Note”). The Existing Note is secured by that certain Security Agreement, also dated as of June 2, 2009, executed by Borrower, covering those accounts receivable and other items of collateral described therein (the “Existi

DAWSON GEOPHYSICAL COMPANY STOCK OPTION AGREEMENT
Stock Option Agreement • December 11th, 2013 • Dawson Geophysical Co • Oil & gas field exploration services • Texas

This Stock Option Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”), and [ ] (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding a right (the “Option”) awarded to the Participant on [ ] (the “Grant Date”) to purchase from the Company up to but not exceeding in the aggregate [ ] shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”)) at [ ] per share (the “Exercise Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.

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