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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                  (ii) if (A) the Board of  Directors  of the Company  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)
         the Company  shall have  entered into or agreed to enter into any Other

         The term "Termination  Date" shall mean February 29, 1996 or such other
date as the parties may, from time to time, mutually agree;  provided,  however,
that  notwithstanding the foregoing,  either Key or the Company may, in its sole
discretion,  elect to extend such date, from time to time, to not later than May
31, 1996 in the event that (a) in its  reasonable  business  judgment not all of
the  conditions of the  obligations  of the parties to consummate the Merger and
the  Transactions  set forth in Article 7 are likely to be satisfied by the then
current  Termination  Date  and  (b)  either  (i) it is not in  breach  of  this
Agreement and none of its  representations  and  warranties has become untrue in
any respect which could, in the aggregate, have an Adverse Effect on it, or (ii)
if such a breach or untruth  exists,  such breach or untruth is capable of being
cured by and will not prevent or delay  consummation  of the Merger by or beyond
the date to which it proposes to extend the Termination Date.

         The right of either party to terminate this Agreement  pursuant to this
Section shall remain  operative  and in full force and effect  regardless of any
investigation  made by or on behalf of either party, any Person  controlling any
such party or any of their respective  Representatives whether prior to or after
the execution of this Agreement.

         SECTION  8.2 Effect of  Termination.  Except as  provided  in  Sections
2.2(a),  2.2(d),  6.1(b)  and  8.5,  in the  event  of the  termination  of this
Agreement  pursuant to Section 8.1, this Agreement shall forthwith  become void,
there  shall  be no  liability  on the  part of  either  party,  or any of their
respective officers or directors, to the other and all rights and obligations of
either party shall cease;  provided,  however,  that such termination  shall not
relieve either party from  liability for any  intentional  misrepresentation  or
intentional  breach of any of its warranties,  covenants or agreements set forth
in this Agreement.

         SECTION 8.3  Amendment.  This  Agreement  may be amended by the parties
hereto by action taken by or on behalf of their  respective  Boards of Directors
at any time prior to the Effective Time; provided, however, that, after approval
of this Agreement and the Merger by the  stockholders of a particular  party, no
amendment,  which under  Applicable  Law may not be made without the approval of
such stockholders,  may be made without such approval. This Agreement may not be
amended except by an instrument in writing signed by the parties hereto.

         SECTION 8.4 Waiver.  At any time prior to the Effective Time, except to
the extent not  permitted by  Applicable  Law, Key or the Company may (a) extend
the time for the  performance  of any of the  obligations  or other  acts of the
other,  subject,  however,  to the  provisions  of  Section  8.1,  (b) waive any
inaccuracies in the representations and warranties of the other contained herein
or in any document  delivered  pursuant hereto,  and (c) waive compliance by the
other with any of the agreements,  covenants or conditions contained herein. Any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed by the party or parties to be bound thereby.

         SECTION  8.5  Fees,  Expenses  and  Other  Payments.  (a) All costs and
expenses,  incurred  in  connection  with this  Agreement,  the  Merger  and the
Transactions,  and compliance with Applicable Law and Contractual Obligations as
a  consequence  hereof and  thereof,  including,  without  limitation,  fees and
disbursements of counsel,  financial  advisors and accountants,  incurred by the