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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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Warrant  Shares  subscribed to less that number of shares of Common Stock having
an aggregate  Fair Market Value at the time of exercise  equal to the  aggregate
Exercise Price that would otherwise have been paid by such holder for the number
of Warrant Shares subscribed to. As used herein the term "Fair Market Value", on
a per share  basis,  means the Closing  Price of the Common Stock on the Date of
Exercise.  As used  herein,  the term  "Date of  Exercise"  with  respect to any
Warrant  means the date on which such Warrant is  exercised as provided  herein.
For purposes of this  Warrant,  the "Closing  Price" for any date shall mean the
last sale price reported in the Wall Street  Journal or other trade  publication
regular  way or, in case no such  reported  sale takes  place on such date,  the
average of the last reported bid and asked prices regular way, in either case on
the principal national securities exchange on which the Common Stock is admitted
to trading on any national  securities  exchange or if such national  securities
exchange is not the principal  market for the Common Stock,  the last sale price
as reported by the National  Association of Securities  Dealers,  Inc. Automated
National  Market System  ("NASDAQ") or its  successor,  if any, or if the Common
Stock is not so  reported,  the average of the  reported bid and asked prices in
the  over-the-counter  market,  as furnished by the National  Quotation  Bureau,
Inc.,  or if such firm is not then  engaged in the  business of  reporting  such
prices,  as  furnished  by any similar  firm then  engaged in such  business and
selected by the Company or, if there is no such firm,  as  furnished by any NASD
member  selected  by the  Company  or, if the Common  Stock is not quoted in the
over-the-counter  market, the fair value thereof determined in good faith by the
Company's  Board of Directors as of a date which is within  fifteen (15) days of
the date as of which the determination is to be made.

         Subject to the  provisions  of Section 4, upon such  surrender  of this
Warrant and payment of the Exercise Price,  the Company shall issue and cause to
be delivered  with all  reasonable  dispatch  (and in any event within three (3)
business  days) to or upon the written  order of the holder,  and in the name of
this Warrant holder or its nominee, a certificate or certificates for the number
of full Warrant  Shares  issuable  upon such  exercise  together with such other
property  (including  cash) and securities as may be then  deliverable upon such
exercise.  Such certificate or certificates  shall be deemed to have been issued
and the  person so named  therein  shall be  deemed  to have  become a holder of
record of such  Warrant  Shares as of the date of the  surrender of this Warrant
and payment of the Exercise Price.

         This  Warrant  shall be  exercisable,  at the  election  of the  holder
hereof, either in full or from time to time in part, and, in the event that this
Warrant is exercised in respect of fewer than all of the Warrant Shares issuable
on such  exercise  at any  time  prior to the  Expiration  Date,  a new  Warrant
evidencing  the  remaining  Warrant or  Warrants  will be issued  and  delivered
pursuant to the provisions of this Section and of Section 4.

         The Company shall not be required to issue fractional Warrant Shares on
the  exercise of  Warrants.  If more than one  Warrant  shall be  presented  for
exercise in full at the same time by the same holder, the number of full Warrant
Shares which shall be issuable  upon the exercise  thereof  shall be computed on
the basis of the aggregate  number of Warrant Shares  purchasable on exercise of
the Warrants so presented.  If any fraction of a Warrant Share would, except for
the provisions of this Section,  be issuable on the exercise of any Warrants (or
specified portion thereof), the Company  shall  pay an  amount in cash  equal to