0000950123-06-011248 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE VOLNAY ACQUISITION CO. I VOLNAY ACQUISITION CO. II and VERITAS DGC INC. dated as of September 4, 2006
Agreement and Plan of Merger • September 6th, 2006 • General Geophysics Co • Oil & gas field exploration services • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 4, 2006, by and among Veritas DGC Inc., a Delaware corporation (the “Company”), Compagnie Générale de Géophysique, a société anonyme organized under the laws of the Republic of France (“Parent”), Volnay Acquisition Co. I, a Delaware corporation to be formed as a wholly owned subsidiary of Parent (“Merger Sub I”), and Volnay Acquisition Co. II, a Delaware corporation to be formed as a wholly owned subsidiary of Parent (“Merger Sub II”).

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CGG AND VERITAS DGC INC. ENTER INTO A DEFINITIVE MERGER AGREEMENT: CREATING A LEADING GLOBAL GEOPHYSICAL SERVICES AND EQUIPMENT COMPANY
Definitive Merger Agreement • September 6th, 2006 • General Geophysics Co • Oil & gas field exploration services

Compagnie Générale de Géophysique (“CGG”, ISIN: 0000120164 — NYSE: GGY) and Veritas DGC Inc. (“Veritas”, NYSE: VTS) announced today that they have entered into a definitive merger agreement whereby CGG will acquire Veritas in a part cash, part stock transaction.

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