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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                  (j) All  Existing  Key  Warrants and Existing Key Shares shall
         have been  delivered  to Key,  without the payment of any amount by it,
         marked canceled and discharged in full; and

                  (k) The Interim  Operations  Agreement  shall have remained in
         full  force and  effect at all times up to the  Effective  Time and the
         Company  shall not be in breach or default,  in any respect which would
         be Adverse to the Company.

         SECTION 7.3 Conditions to Obligations of the Company. The obligation of
the Company and the  stockholders  of the Company to effect the Merger  shall be
subject to the  satisfaction  at or prior to the Effective Time of the following
conditions,  any or all of which  may be  waived,  in  whole or in part,  to the
extent permitted by Applicable Law:

                  (a) All agreements, certificates, opinions and other documents
         shall be reasonably  satisfactory  in form,  scope and substance to the
         Company and its  counsel,  and the  Company 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) Key shall have furnished the Company and its  stockholders
         with  favorable  opinions,   dated  the  Closing  Date  of  Sullivan  &
         Worcester, A Registered Limited Liability Partnership, counsel for Key,
         or, where appropriate, of local counsel for Key, that shall address the
         following:

                           (i)  Due  organization,   valid  existence,   foreign
                  qualifications and good standing of Key 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 Key,  the  number  of shares of
                  capital stock or other voting securities  authorized,  issued,
                  reserved  for issuance or  outstanding  as of the date of such
                  opinion  and  number  of  Option   Securities  and  amount  of
                  Convertible Securities outstanding as of such date;

                           (iv) Due authorization,  valid issuance, full payment
                  and nonassessability of outstanding shares of capital stock of
                  Key,  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,  and the shares of Key Stock and the New
                  Key  Warrants  constituting  a  part  of the  Exchange  Merger
                  Consideration  and  the  shares  of Key  Stock  issuable  upon
                  exercise of such New Key Warrants;

                           (v) To the  knowledge  of  counsel,  (A) there are no
                  Contractual  Obligations  to  repurchase,  redeem or otherwise
                  acquire   any  shares  of  Key  Stock  or  any  stock  of  any
                  Subsidiary,   or  any  Option   Securities   and   Convertible
                  Securities issued by Key or any Key Subsidiary, (B) the Merger
                  and the  Transactions  will not cause an  acceleration  of the
                  exercise or vesting schedule of any such Option Securities and
                  Convertible  Securities,  and (C) all  outstanding  shares  of
                  stock  of  each  Subsidiary  are  owned  by Key or by  another
                  Subsidiary,  free and clear of any Lien, except, in each case,
                  as  set  forth  in  Schedule  4.1(d)  of  the  Key  Disclosure
                  Schedule;


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