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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         SECTION 6.2 Agreement to Cooperate.

         (a) Each of the parties hereto shall use reasonable business efforts to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things  necessary,  proper or advisable  under  Applicable Law to consummate the
Merger and make  effective  the  Transactions,  including  using its  reasonable
business  efforts (i) to prepare  and file with the  applicable  Authorities  as
promptly as  practicable  after the  execution of this  Agreement  all requisite
applications and amendments thereto, together with related information, data and
exhibits,  necessary to request  issuance of orders approving the Merger and the
Transactions by all such applicable Authorities,  each of which must be obtained
or become final in order to satisfy the condition  applicable to it set forth in
Section  7.1(c)  hereof;  (ii) to obtain all necessary or  appropriate  waivers,
consents and approvals, (iii) to effect all necessary registrations, filings and
submissions  (including without limitation filings under the Securities Act, the
Exchange Act and any other  submissions  requested by the SEC), (iv) to lift any
injunction or other legal bar to the Merger and the  Transactions  (and, in such
case,  to proceed  with the  Merger and the  Transactions  as  expeditiously  as
possible),  subject,  however, to the requisite votes of the stockholders of the
parties,  and  (v) to  comply  with  all of the  terms  and  provisions  of this
Agreement  and each of the  Collateral  Documents to which it is or may become a

         (b) Each of the parties  hereto  agrees to take such  actions as may be
necessary to obtain any  Governmental  Authorizations  legally  required for the
consummation  of the Merger and the  Transactions,  including  the making of any
Governmental Filings, publications and requests for extensions and waivers.

         (c) The Company will use its reasonable business efforts on or prior to
the Closing Date (i) to obtain the  satisfaction of the conditions  specified in
Sections  7.1 and 7.2 hereof;  (ii) if  requested by Key, to obtain the consents
(to the extent  required) to the continued  existence of all  long-term  debt of
each of the Company and each of its  Subsidiaries;  and (iii) to cause those key
employees of the Company and its  Subsidiaries  designated by Key to execute and
deliver  non-competition   agreements   substantially  conforming  in  form  and
substance to the non-competition agreements currently maintained by Key with its
key employees.  Key will use its reasonable  business efforts on or prior to the
Closing  Date to obtain the  satisfaction  of the  conditions  applicable  to it
specified in Sections 7.1 and 7.3 hereof.

         (d) The parties shall  cooperate  with one another in the  preparation,
execution  and filing of all  Returns,  questionnaires,  applications,  or other
documents  regarding any real property transfer or gains,  sales, use, transfer,
value  added,   stock  transfer  and  stamp  Taxes,  any  transfer,   recording,
registration  and other fees,  and any similar  Taxes  which  become  payable in
connection with the  Transactions  that are required or permitted to be filed on
or before the Effective Time.

         SECTION 6.3 Public Announcements. Until the Closing, or in the event of
termination  of this  Agreement,  each party shall consult with the other before
issuing any press release or otherwise making any public statements with respect
to this  Agreement,  the Merger or any  Transaction and shall not issue any such
press release or make any such public statement without the prior consent of the
other and the written  advice of legal  counsel that such press  release or such
public  statement will not affect the  registration of Key Stock and the New Key
Warrants under the Securities  Act or the timing of the  effectiveness  thereof.
Notwithstanding the foregoing, the Company acknowledges and agrees that Key may,
without the prior consent of the Company,  issue such press release or make such
public  statement as may be required by Applicable Law or any listing  agreement
or  arrangement to which Key is a party with a national  securities  exchange or
the National Association of Securities Dealers, Inc. Automated Quotation System,
in which case, to the extent practicable, Key will consult with, and exercise in