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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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         remain in effect and no  proceedings  for that purpose shall be pending
         or contemplated under the Securities Act.


                                    ARTICLE 8

                        TERMINATION, AMENDMENT AND WAIVER

         SECTION 8.1  Termination.  This Agreement may be terminated at any time
prior to the Effective Time, whether before or after approval of this Agreement,
the Merger and the Transactions by the stockholders of the parties:

         (a)  by mutual consent of the Company and Key;

         (b)  by either Key or the Company:

                           (i) if any permanent  injunction,  decree or judgment
                  by any Authority  preventing  the  consummation  of the Merger
                  shall have become final and nonappealable; or

                           (ii) if the Merger and the Transactions have not been
                  consummated prior to the Termination Date; or

         (c)  by the Company:

                  (i) in the  event  (A) the  Company  is not in  breach of this
         Agreement and none of its material  representations or warranties shall
         have become and continue to be untrue in any material respect,  and (B)
         Key is in breach of this  Agreement  or any of its  representations  or
         warranties  shall have become and  continue to be untrue in any respect
         which could, in the aggregate,  have an Adverse Effect on Key,  unless,
         in either case, such breach or untruth is capable of being cured by and
         will not prevent or delay  consummation  of the Merger by or beyond the
         Termination Date; or

                  (ii) if (A) the Board of Directors of Key shall (I)  withdraw,
         modify or change its  recommendation so that it is not in favor of this
         Agreement, the Merger or the Transactions, or shall have resolved to do
         any of the foregoing, or (II) have recommended or resolved to recommend
         to its  stockholders  any  Other  Transaction,  or (B) Key  shall  have
         entered into or agreed to enter into any Other Transaction; or

         (d)  by Key:

                  (i) in the event  (A) Key is not in  breach of this  Agreement
         and none of its  material  representations  or  warranties  shall  have
         become and continue to be untrue in any material  respect,  and (B) the
         Company is in breach of this Agreement or any of its representations or
         warranties  shall have become and  continue to be untrue in any respect
         which could,  in the aggregate,  have an Adverse Effect on the Company,
         unless,  in either  case,  such  breach or  untruth is capable of being
         cured by and will not prevent or delay consummation of the Merger by or
         beyond the Termination Date; or


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