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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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                  (4)  Notwithstanding  any  provision of Maryland Law requiring
         the authorization of any action by a greater proportion than a majority
         of the total number of shares of all classes of capital stock or of the
         total number of shares of any class of capital stock, such action shall
         be valid and  effective if authorized  by the  affirmative  vote of the
         holders  of a  majority  of the total  number of shares of all  classes
         outstanding  and  entitled to vote  thereon,  except as provided in the
         Charter.

                  (5) The  Corporation  shall  indemnify  (A) its  directors and
         officers,  whether  serving the Corporation or at its request any other
         entity,  to the full extent  required or permitted by the Maryland Law,
         including the advance of expenses  under the procedures and to the full
         extent  permitted  by law and (B) other  employees  and  agents to such
         extent  as  shall  be  authorized  by the  Board  of  Directors  or the
         Corporation's  By-Laws and be permitted by law. The foregoing rights of
         indemnification  shall not be  exclusive  of any other  rights to which
         those seeking  indemnification may be entitled.  The Board of Directors
         may take such action as is necessary to carry out these indemnification
         provisions and is expressly empowered to adopt,  approve and amend from
         time to time such by-laws,  resolutions or contracts  implementing such
         provisions  or  such  further  indemnification  arrangements  as may be
         permitted by Maryland Law.

                  (6) No  director  or  officer  of this  Corporation  shall  be
         personally  liable to the Corporation or its  stockholders for monetary
         damages  for  breach of  fiduciary  duty as a director  or an  officer,
         except to the extent that  exculpation  from liability is not permitted
         under Maryland Law as in effect when such breach occurred. No amendment
         of the  Charter  or  repeal  of any of its  provisions  shall  limit or
         eliminate  the  limitations  on  liability  provided to  directors  and
         officers hereunder with respect to acts or omissions occurring prior to
         such amendment or repeal.

                  (7) The power to adopt,  alter and repeal  the  By-Laws of the
         Corporation   shall  be  vested  in  the  Board  of  Directors  of  the
         Corporation,  subject to the rights of stockholders to adopt, alter and
         repeal the By-Laws of the Corporation.

                  (8) The  Corporation  reserves  the right from time to time to
         make any  amendments  to the  Charter  which  may now or  hereafter  be
         authorized by Maryland Law, including any amendments changing the terms
         or contract rights,  as expressly set forth in any of the Corporation's
         outstanding stock by classification, reclassification or otherwise.

         (b) The enumeration and definition of particular powers of the Board of
Directors  included in the foregoing shall in no way be limited or restricted by
reference  to or  inference  from the terms of any  other  clause of this or any
other  Article  of the  Charter,  or  construed  as or  deemed by  inference  or
otherwise in any manner to exclude or limit any powers  conferred upon the Board
of Directors under Maryland Law.

         EIGHTH:  The duration of the Corporation shall be perpetual.


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