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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                  (a) All agreements, certificates, opinions and other documents
         shall be reasonably  satisfactory  in form,  scope and substance to Key
         and its  counsel,  and Key and its  counsel  shall  have  received  all
         information and copies of all documents, including records of corporate
         proceedings, which they may reasonably request in connection therewith,
         such documents  where  appropriate to be certified by proper  corporate
         officers;

                  (b) The  Company  shall  have  furnished  Key  and,  at  Key's
         request,  any bank or other financial  institution  providing credit to
         the  Company or any  Subsidiary,  with  favorable  opinions,  dated the
         Closing  Date of Porter & Hedges,  counsel  for the  Company  or,  when
         appropriate,  local  counsel of the  Company,  that shall  address  the
         following:

                           (i)  Due  organization,   valid  existence,   foreign
                  qualification  and  good  standing  of the  Company  and  each
                  Subsidiary;

                           (ii) Requisite  corporate power and authority to own,
                  lease and operate its  properties and to carry on its business
                  as it is now being conducted;

                            (iii) In respect of the Company and each Subsidiary,
                  the  number  of  shares  of  capital  stock  or  other  voting
                  securities  authorized,   issued,  reserved  for  issuance  or
                  outstanding  as of the date hereof and the Effective  Time and
                  number  of  Option   Securities   and  amount  of  Convertible
                  Securities outstanding as of such dates;

                           (iv) Due authorization,  valid issuance, full payment
                  and nonassessability of outstanding shares of capital stock of
                  the  Company and each  Subsidiary  and,  upon  issuance on the
                  terms and  conditions  specified in the Option  Securities and
                  Convertible  Securities  pursuant to which they are  issuable,
                  all shares of such capital stock subject to issuance;

                           (v) To the  knowledge  of  counsel,  (A) there are no
                  Contractual  Obligations  to  repurchase,  redeem or otherwise
                  acquire  any  shares  of  Company  Stock  or any  stock of any
                  Subsidiary,   or  any  Option   Securities   and   Convertible
                  Securities, (B) the Merger and the Transactions will not cause
                  an  acceleration  of the  exercise or vesting  schedule of any
                  Option  Securities  and  Convertible  Securities,  and (C) all
                  outstanding  shares of stock of each  Subsidiary  are owned by
                  the  Company or by another  Subsidiary,  free and clear of any
                  Lien  except as set forth in  Schedule  3.1(d) of the  Company
                  Disclosure Schedule;

                           (vi) Corporate  power and authority of the Company to
                  execute  and  deliver  this   Agreement  and  all   Collateral
                  Documents  executed or required to be executed pursuant hereto
                  or thereto or to consummate  the Merger and the  Transactions,
                  to perform its  obligations  thereunder  and to consummate the
                  Merger and the Transactions;

                           (vii) Due and valid  authorization  by the Company by
                  all necessary corporate action of its execution,  delivery and
                  performance  of this  Agreement and the  Collateral  Documents
                  executed or required to be executed pursuant hereto or thereto
                  or to  consummate  the  Merger  and the  Transactions  and the
                  consummation by it of the Merger and the Transactions;

                           (viii) Due and valid  execution  and delivery by, and
                  enforceability  against, the Company of this Agreement and the
                  Collateral Documents executed or required to be

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